2791    ■ 
WsA3 


YF  02275 


THE  WHEELING  AND   LAKE  ERIE  RAILROAD 

COMPANY 


l^lan  anD  ^Qvmmnt  of  iReorgani5ation 


DATED  SEPTEMBER  20,   1916 


BYRNE.    CUTCHEON    8e    TAYLOR 
HENRY    W.    DeFOREST 

Counsel 


KUHN,    LOEB   &    CO. 
BLAIR    &    CO. 

Reorganization   Managers 


CENTRAL  TRUST  COMPANY  OF  NEW  YORK 

54    WALL   STREET,   NEW    YORK   CITY 

Depositary 


THE  WHEELING  AND  LAKE  ERIE  RAILROAD  COMPANY 


Plan  and  Agreement  of  Reorganization 


INTRODUCTORY  STATEMENT. 
(Not  part  of  Plan  or  Agreement.) 

The  decree  of  foreclosure  and  sale  of  the  properties  of  The  Wheeling  and  Lake  Erie 
Railroad  Company  (hereinafter  called  the  "Old  Company")  entered  April  1,  1914,  was 
affirmed  May  12, 1916,  by  the  Circuit  Court  of  Appeals  for  the  Sixth  Circuit. 

By  the  decree  it  was  adjudged  that  the  Three- Year  Five  Per  Cent.  Gold  Notes 
(hereinafter  called  "Three- Year  Notes")  due  August  1,  1908,  of  the  Old  Company  were 
valid,  that  the  pledge  of  $12,000,000  of  General  Mortgage  Bonds  of  the  Old  Company  to 
secure  the  notes  was  valid  to  the  extent  of  the  amount  due  upon  the  notes  for  principal 
and  interest  and  that  the  General  Mortgage  constituted  a  valid  lien  upon  the  property 
of  the  Old  Company.  The  amount  due  upon  the  notes  on  the  date  of  the  decree  was 
$10,523,333.33  and  the  interest  at  5%  to  November  1,  1916,  amounts  to  the  further  sum  of 
$1,359,263.89,  making  the  total  amount  due  on  November  1,  1916,  $11,882,597.22.  Notice 
of  the  sale  of  the  properties  on  October  30,  1916,  is  now  being  published. 

The  annexed  Plan  has  been  formulated  with  the  purpose  of  giving  to  the  sharehold- 
ers of  the  Old  Company  every  opportunity  of  continuing  their  interest  in  the  property,  if 
they  desire  to  do  so.  In  order  to  render  this  as  little  burdensome  as  possible,  by  reducing 
the  amount  of  cash  to  be  contributed  by  the  shareholders  to  the  lowest  figure  practicable, 
the  holders  of  the  Three- Year  Notes  (who  have  been  forced  by  the  protracted  litigation  to 
retain  their  investment  in  the  notes  for  the  past  eight  years  and  besides  to  make  further 
large  advances  to  improve,  maintain  and  protect  the  property)  have  consented  to  accept 
Prior  Lien  Stock  at  par  for  the  amount  due  on  the  notes  as  established  by  the  decree 
and  interest  to  November  1,  1916.  The  cash  requirements  of  the  Plan  are  thus  reduced 
to  $9,984,708,  which  it  is  proposed  to  raise  by  the  assessment  of  the  shareholders  of  the 
Old  Company,  giving  them  6%  Preferred  Stock  for  the  amount  of  the  assessment  and, 

i 

R^10088 


upon  payment  of  sucli  assessment,  Common  Stock  of  the  New  Company  in  respect  of  their 
present  holdings  in  the  Old  Company. 

None  of  the  three  classes  of  stock  of  the  Old  Company  is  by  its  charter  given  any 
preference  over  the  other  classes  in  assets  and,  therefore,  the  three  classes  are  by  the 
Plan  treated  in  substantially  the  same  manner,  the  only  difference  in  treatment  being  that 
in  recognition  of  their  relative  positions  as  to  dividends,  the  First  Preferred  Stock  is 
given  slightly  more  than  the  Second  Preferred  Stock  and  the  Second  Preferred  Stock 
slightly  more  than  the  Common  Stock,  in  Common  Stock  of  the  New  Company,  thus  in 
effect  reducing  the  cost  of  the  Common  Stock  of  the  New  Company  in  the  order  of  the 
priority  of  the  three  classes  as  to  dividends. 

Moreover,  in  order  that  each  shareholder  of  the  Old  Company  may  retain  his  full 
pro  rata  interest  in  the  property,  it  is  provided  that  shareholders  of  the  Old  Company 
who  pay  the  assessment  shall  have  the  right  to  purchase  pro  rata  amounts  of  the  Prior 
Lien  Stock  at  the  same  price  as  that  at  which  it  is  taj^en  by  the  holders  of  the  Notes. 

The  Consolidated  Mortgage  of  the  Old  Company  is  closed  and  no  additional  bonds  can 
be  issued  under  that  mortgage,  except  for  refunding  the  $3,303,000  underlying  bonds.  In 
order  to  provide  for  the  future  requirements  of  the  New  Company,  it  is  proposed  to 
create  a  new  Refunding  Mortgage,  which  is  to  rank  on  a  parity  with  the  present  Con- 
solidated Mortgage  to  the  extent  that  holders  of  bonds  issued  under  the  latter  mort- 
gage may  consent  thereto.  In  order  to  compensate  such  holders  for  the  enlargement  of 
their  mortgage,  it  is  proposed  that  those  assenting  receive,  dollar  for  dollar  of  face 
value,  41/2%  bonds,  issued  under  the  new  Refunding  Mortgage,  in  exchange  for  their 
holdings  of  4%  bonds,  issued  under  the  Consolidated  Mortgage,  provided  the  holders  of 
an  amount  of  the  latter  bonds,  sufficient  in  the  opinion  of  the  Managers  to  justify  the  ex- 
change, assent  to  the  Plan.  In  addition  to  its  lien  on  the  property  covered  by  the  Con- 
solidated Mortgage,  it  is  intended  that  the  new  Refunding  Mortgage  shall,  without  tlie 
issue  of  any  bonds  in  respect  thereof,  be  a  lien  upon  additional  property  which  has  been 
acquired  at  a  cost  as  reported  by  the  Receiver  of  more  than  $5,000,000. 

Holders  of  unsecured  claims  against  the  Old  Company  are  to  receive  in  payment  of 
their  claims  $50  of  Preferred  Stock,  and  $50  of  Common  Stock  of  the  New  Company  for 
each  $100  of  such  claims,  as  of  November  1,  1916. 

Notwithstanding  that  as  reported  by  the  Receiver  more  than  $5,000,000  has  been 
spent  on  the  property  during  the  receivership,  in  addition  to  $2,019,000  raised  by  the  sale 
of  Receiver's  Equipment  Certificates,  the  New  Company  will  have  outstanding  upon  the 
completion  of  the  reorganization,  aside  from  the  Receiver's  Equipment  Certificates  and 
an  issue  of  $190,000  of  other  Receiver's  Certificates,  bonds  of  only  the  same  amount,  name- 
ly, $15,000,000,  as  were  outstanding  in  1905  prior  to  the  issue  of  the  Three- Year  Notes.  AH 

ii 


other  securities  (except  the  Equipment  Sinking  Fund  Five  Per  Cent.  Bonds,  for  which  no 
specific  provision  is  made)  and  the  cash  furnished  the  property  since  1905  are  provided  for 
by  the  issue  of  junior  securities  entailing  no  fixed  interest  charge.  The  fixed  interest- 
bearing  obligations,  including  Receiver's  Certificates,  will  thus  be  reduced  approximately 
$17,950,000  and  the  annual  fixed  interest  charges  will  be  reduced  from  approximately 
$1,745,000  to  not  more  than  approximately  $835,000,  and  possibly  less  than  that  figure. 

The  net  income  for  the  year  ended  June  30, 1916,  after  deducting  taxes,  rentals  and 
hire  of  equipment  was,  as  reported  by  the  Eeceiver,  $2,436,012.  Included  in  the  operat- 
ing charges  for  the  year  is  an  item  of  $379,388.67  covering  the  residual  value  of  cars  re- 
tired from  service  in  previous  years  but  not  dismantled  or  disposed  of  until  during  the 
last  year,  which  item  should  therefore  be  considered  as  in  reality  a  charge  against  the 
earnings  of  previous  years. 

Every  effort  has  been  made  to  formulate  a  Plan  which  is  fair  and  equitable  to  all 
concerned,  and  which  places  the  property  in  a  strong  position.  It  is  to  be  hoped  that  it 
may  be  promptly  consummated  and  the  property  restored  to  the  holders  of  its  securities 
and  the  lengthy  receivership  terminated. 


Ill 


Plan 

,  L 

PRESENT  CAPITALIZATION. 

Underlying  Bonds: 

Lake  Erie  Division  First  Mortgage  Five  Per  Cent. 
Gold  Bonds,  October,  1926  (hereinafter  called 
"Lake  Erie  Division  Bonds"),  principal  $2,000,000.00 

"WTieeling  Division  First  Mortgage  Five  Per  Cent. 
Gold  Bonds,  July,  1928  (hereinafter  called 
"Wheeling  Division  Bonds"),  principal 894,000.00 

Extensions  and  Improvement  Mortgage  Five    Per 
Cent.  Gold  Bonds,  February,  1930   (hereinafter 
called  "Extensions  and  Improvement  Bonds"), 
principal   .„ ^ 409,000.00 

First  Consolidated  Mortgage  Four  Per  Cent.  Gold 
Bonds,  September,  1949  (hereinafter  called 
"First  Consolidated  4%  Bonds"),  principal 11,697,000.00  $15,000,000.00 

Equipment  Obligations :  

Eeceiver's  Equipment  Certificates  maturing    1917 

to  1923,  principal $1,312,000.00 

Equipment  Sinking  Fund  Five  Per  Cent.  Gold 
Bonds,  principal  1,298,000.00  2,610,0D0.00 

Demand  Notes: 
Secured  by  pledge  of  bonds  of  Adena  Railroad  Co. 
and  mortgages  on  real  estate  in  Cleveland,  prin- 
cipal   „.„  755,000.00 

Obligations  fixed  by  decree  of  foreclosure: 
Three-Year  Five  Per  Cent.  Gold  Notes  (hereinafter 
called  Three- Year  Notes) : 

Amount  due  April  1,  1914,  the  date  of  the  de- 
cree   ;. $10,523,333.33 

Interest  to  November  1, 1916 1,359,263.89  11,882,597.22 

Receiver's  Certificates,  principal 6,859,850100 

Receiver's  Mortgage,  principal 3,609.00 


Capital  Stock: 

First  Preferred $4,986,900.00 

Second  Preferred 11,993,500.00 

Common 20,000,000.00  36,980,400.00 


Total  fixed  capitalization $74,091,456.22 

In  addition  to  the  fixed  capitalization  there  are  unsecured  claims  ag- 
gregating, with  interest,  approximately „  720,500.00 

Annual  interest  charges   (including  interest  on  receiver's  certifi-  ; 

cates,  but  excluding  interest  on  unsecured  claims)    approximately...  1,744,950.00 

II. 

CASH   EEQUIREMENTS. 

The  amount  of  cash  estimated  to  be  required  to  carry  out  the  Plan 
is  approximately ;. $9,984,708.00 

To  be  applied  by  the  Managers  or  in  their  discretion,  as  to  any  part, 
turned  over  to  the  New  Company  to  be  applied  by  it  to  the  fol- 
lowing and  such  further  or  substitute  purposes  and  uses  as  may 
be  determined  by  the  Managers  or  the  New  Company; 

To  pay  Receiver's  Certificates  (exclusive  of  $190,000 
thereof  maturing  1926)  and  Eeceiver's  mortgage, 
principal  _ $6,673,459.00 

To  pay  demand  notes  secured  by  bonds  of  Adena 
Eailroad  Co.  and  real  estate  in  Cleveland,  principal         755,000.00 

To  pay  other  claims  against  and  liabilities  of  the  Ee- 
ceiver,  to  provide  working  capital  for  the  New 
Company  and  to  pay  interest,  expenses  of  fore- 
closure and  sale  and  of  reorganization  (including 
compensation  and  allowances,  counsel  fees,  court 
costs,  services  of  engineering,  accounting  and  other 
experts,  etc.)  and  other  incorporation  and  reorgan-  • 
ization  disbursements  and  miscellaneous  require- 
ments        2,556,249.00  $9,984,708,00 


III. 

PEOVISION  FOE  CASH  EEQUIEEMENTS. 

The  cash  required  as  aforesaid  for  the  purposes  of  the  Plan  is  to  be  raised  by  the 
payment  as  hereinafter  provided  by  the  stockholders  of  the  Old  Company  of  $27  for 
each  share  of  stock,  whether  first  preferred,  second  preferred  or  common,  of  the  Old  Com- 


pany  held  by  them  respectively,  which  payments,  so  far  as  not  made  by  the  stockholders 
of  the  Old  Company,  are  to  be  made  by  the  Syndicate  to  be  formed  by  the  Managers  as 
bankers  as  hereinafter  stated. 

IV. 

SECURITIES  TO  REMAIN  UNDISTURBED  IN  THE  REORGANIZATION. 
The  following  underlying  bonds  and  equipment  obligations  will  remain  undisturbed 
in  the  reorganization : 

Lake  Erie  Division  Bonds -~  $2,000,000 

Wheeling  Division  Bonds..- -. ~ - 894,000 

Extensions  and  Improvement  Bonds _ 409,000 

Receiver's  Equipment  Certificates  maturing  1917  to  1923 1,312,000 

Receiver's  Certificates  maturing  1926 _ 190,000 

Total $4,805,000 

plus  the  amount  of  First  Consolidated  4%  Bonds  whose  holders 
shall  not  become  parties  to  the  Plan  and  accept  41/0%  bonds  of 
the  New  Company  in  exchange  for  their  First  Consolidated  4% 
Bonds  as  permitted  by  the  Plan  and  plus  also  the  Equipment  Sink- 
ing Fund  Five  Per  Cent.  Gold  Bonds  ( principal  amount  outstand- 
ing $1,298,000)  if  and  to  the  extent  that  they  shall  be  left  undis- 
turbed in  the  discretion  of  the  Managers  as  provided  in  the  Plan. 


NEW  COMPANY. 

The  Reorganization  will  be  effected  through  the  agency  of  a  new  corporation  (here- 
in called  the  "New  Company")  to  be  organized  under  the  laws  of  Ohio  or  of  some  other 
State  with  such  corporate  name  as  the  Managers  may  determine.  It  will  (provided  the 
Managers  shall  be  able  to  purchase  or  arrange  for  the  purchase  of  the  same  at  a  price 
which  in  their  uncontrolled  discretion  they  shall  deem  proper)  be  vested  with  title  to 
all  the  railroads,  franchises,  rights  and  other  jiroperty  owned  by  The  Wheeling  and 
Lake  Erie  Railroad  Company  (herein  called  the  "Old  Company"),  with  such  excep- 
tions and  additions,  however,  as  the  Managers  shall  in  their  absolute  discretion  deter- 
mine to  be  advisable.  It  will  authorize  and  issue  the  new  securities  provided  for  in  the 
Plan. 

VI. 

NEW  SECURITIES. 

The  new  securities  to  be  authorized  and  issued  by  the  New  Company  are: 

1. — Refunding  Mortgage  Gold  Bonds,  authorized  issue  $50,000,000 

to  be  secured  by  a  mortgage  which  it  is  intended  shall  be  a  direct 
lien  upon  all  the  railroads,  franchises,  rights  and  other  property  ae- 


quired  by  the  New  Company  in  the  reorganization  (which  will  include 
not  only  all  the  property  covered  by  the  mortgage  securing  the  First 
Consolidated  4%  Bonds,  but  also  additional  property)  and  upon  all 
extensions,  additions  and  improvements  thereof  and  thereto  and 
all  other  properties  thereafter  constructed  or  acquired  by  the  New 
Company  with  such  bonds  or  the  proceeds  thereof.  There 
will  also  be  pledged  under  the  mortgage,  free  from  any  prior 
lien,  all  First  Consolidated  4%  Bonds  that  become  subject  to  the 
Plan,  and  all  such  bonds  that  shall,  after  the  completion  of  the  re- 
organization, be  acquired  by  the  New  Company.  The  mortgage  of 
the  New  Company  will  provide  that  when  all  of  the  First  Consoli- 
dated 4%  Bonds  shall  have  been  pledged  thereunder  the  mortgage 
securing  the  First  Consolidated  4%  Bonds  shall  be  satisfied  and  dis- 
charged. 

For  the  purposes  of  the  Plan  there  will  be  presently  issued,  in 
exchange  for  such  First  Consolidated  4%  Bonds  as  become 
subject  to  the  Plan,  Refunding  Mortgage  Gold  Bonds  to  be 
dated  September  1,  1916,  to  be  payable  September  1,  1966, 
to  bear  interest  at  the  rate  of  4i/2%  per  annum,  payable 
March  1  and  September  1  in  each  year  and  to  be  redeem- 
able on  any  interest  payment  date  at  1021/2%  of  the  prin- 
cipal amount  thereof  and  accrued  interest  after  published 

notice,  not  exceeding  in  principal  amount  $11,697,000 

any  of  said  bonds  not  so  issued  to  be  reserved  to  be  is- 
sued by  the  New  Company  as  hereinafter  stated. 

The  Refunding  Mortgage  Gold  Bonds,  except  such  amount 
thereof  as  shall  be  issued  for  the  purposes  of  the  Plan  in  ex- 
change for  First  Consolidated  4%  Bonds  as  aforesaid,  are 
to  be  payable  September  1,  1966,  to  bear  interest  at  a  rate 
or  rates  not  in  any  instance  exceeding  6%  per  annum,  and 
to  be  redeemable  on  any  interest  payment  date — the  rates 
of  interest,  semi-annual  interest  payment  dates  and  redemp- 
tion prices  to  be  fixed  by  the  Board  of  Directors  of  the  New 
Company  from  time  to  time  as  bonds  shall  be  issued.  Of 
such  bonds  there  shall  be : 

Reserved  to  be  issued  under  restrictions  to  be  stated  in 
the  mortgage  to  pay,  refund  or  otherwise  acquire  the  Lake 
Erie  Division  Bonds,  the  Wheeling  Division  Bonds  and  the  Ex- 
tensions and  Improvement  Bonds 3,303,000 

and  in  addition  an  amount  thereof  equal  to  the  amount  of 
First  Consolidated  4%  Bonds,  whose  holders  shall  not  become 
parties  to  the  Plan,  to  pay,  refund  or  otherwise  acquire  such 
First  Consolidated  4%  Bonds,  any  thereof  not  issued  for  the 
purposes  aforesaid  to  be  added  to  the  amount  thereof  re- 
served to  be  issued  as  below  mentioned. 

Reserved  to  be  issued  under  restrictions  to  be  stated  in 
the  mortgage  for  and  against  additions,  betterments  and  ex- 
tensions to  and  of  the  properties  owned  by  the  New  Com- 


pany  and  covered  by  the  mortgage  and  the  acquisition  of  new 
property  from  time  to  time  and  to  aid  in  refunding  the  above- 
mentioned  bonds  and  to  pay,  refund  or  otherwise  acquire 
Equipment  Obligations  of  the  Receiver  or  of  the  Old  Com- 
pany  - -..._ - 35,000,000    $50,000,000 

2.— Prior  Uen  Stock - $11,882,600 

all  whereof  shall  be  presently  issued  for  the  purposes  of  the  Plan. 

The  prior  lien  stock  shall  be  entitled  to  cumulative  dividends  from 
November  1,  1916,  at  the  rate  of,  but  not  exceeding,  7%  per  an- 
num, payable  quarterly,  shall  be  entitled  to  priority  over  the  preferred 
stock  and  the  common  stock  both  as  to  dividends  and  in  liquidation, 
and,  so  far  as  legally  practicable,  shall  be  redeemable  on 
any  dividend  payment  date  on  or  after  November  1,  1919,  at 
$115  per  share  and  accrued  and  unpaid  dividends  and  shall  be 
convertible  at  any  time  after  November  1,  1919,  into  common  stock  of 
the  New  Company  at  the  rate  of  dollar  for  dollar  of  par  value  with 
an  adjustment  of  dividends.  The  holders  of  the  prior  lien  stock 
shall  have  the  right  (to  be  reserved  in  the  charter  or  articles  of  in- 
corporation of  the  New  Company)  to  elect  for  a  period  of  five  years 
after  the  incorporation  of  the  New  Company  a  majority  of  the  direc- 
tors of  the  New  Company  to  be  elected  at  any  meeting  of  the  stock- 
holders and  also  to  elect  a  majority  of  the  directors  to  be  elected  at 
any  such  meeting  thereafter,  whenever  and  as  often  as  the  New  Com- 
pany shall  have  failed  to  pay  the  full  dividend  on  the  prior  lien  stock 
for  five  consecutive  years  ended  on  the  quarterly  dividend  date  next 
preceding  such  meeting ;  otherwise  the  prior  lien  stock,  the  preferred 
stock  and  the  common  stock  shall  have  proportionately  equal  voting 
rights  for  all  purposes. 

3. — Preferred  Stock — 

whereof  there  shall  be  presently  issued  for  the  purposes  of  the  Plan...  $10,344,958 
and  authorized  to  be  issued,  upon  the  redemption  of  the  prior  lien 
stock,  as  aforesaid,  but  not  otherwise,  an  additional  amount  thereof 
on  account  of  the  prior  lien  stock  so  redeemed. 
The  preferred  stock  shall  be  entitled  to  non-cumulative  dividends  from 
November  1,  1916,  at  the  rate  of  6%  per  annum,  shall  be  preferred 
over  the  common  stock  both  as  to  dividends  and  in  liquidation,  and,  ^ 

so  far  as  legally  practicable,  shall  be  redeemable  on  any  dividend 
date  on  or  after  November  1,  1919,  at  $105  per  share  and  the  divi- 
dends declared  and  unpaid  thereon  for  the  then  current  year,  and 
shall  be  convertible  at  any  time  after  November  1, 1919,  into  common 
stock  at  the  rate  of  dollar  for  dollar  of  par  value  with  an  adjustment 
of  dividends. 

4. — Common  Stock — 

whereof  there  shall  be  presently  issued  for  the  purposes  of  the  Plan...    $33,641,300 
and  authorized  to  be  issued  an  amount  thereof  sufiicient  for  the  con- 
version of  the  prior  lien  stock  and  the  preferred  stock  as  aforesaid. 


If  for  any  reason  it  shall  be  impracticable  to  issue  the  full  amounts  of  stock 
above  mentioned,  the  necessary  reduction  will  be  effected  by  diminishing  the  amount  of 
common  stock  to  be  issued,  and  in  such  event  the  amount  of  such  common  stock  deliv- 
erable to  the  depositors  of  stock  of  and  unsecured  claims  against  the  Old  Company  pursu- 
ant to  the  Plan  will  be  reduced  in  proportion  to  the  reduction  in  the  amount  of  such  com- 
mon stock  to  be  issued. 

VII. 
DISTRIBUTION  OF  NEW  SECURITIES. 
Refunding  Mortgage  Gold  Bonds: 

To  holders  of  First  Consolidated  4%  Bonds  of  the  Old  Company  upon  the 
surrender  of  their  bonds  with  the  March  1,  1917,  and  all  subsequent 
coupons  thereto  annexed,  $1,000  principal  amount  of  Refunding  Mort- 
gage Gold  Bonds,  4i/2%,  of  the  New  Company  for  each  $1,000  of  said 
First  Consolidated  4%  Bonds,  not  to  exceed  „ $11,697,000 

Prior  Lien  Stock: 

To  holders  of  Three- Year  Notes  of  the  Old  Company  upon  the  sur- 
render of  their  notes  with  the  August  1,  1908,  coupons  thereto  annexed, 
in  payment  of  the  amount  due  thereon  as  per  the  decree  of  foreclosure 
and  sale  and  interest  to  November  1,  1916 11,882,600 

Preferred  Stock: 

To  holders  of  the  first  preferred  stock  of  the  Old  Company  upon  pay- 
ment of  $27  for  each  share  of  such  first  preferred  stock  held  by  them 
and  the  surrender  of  their  stock,  preferred  stock  of  the  New  Company 
equal  at  par  to  such  payment 1,346,463 

To  holders  of  the  second  preferred  stock  of  the  Old  Company  upon  pay- 
ment of  $27  for  each  share  of  such  second  preferred  stock  held  by 
them  and  the  surrender  of  their  stock,  preferred  stock  of  the  New 
Company  equal  at  par  to  such  payment 3,238,245 

To  holders  of  common  stock  of  the  Old  Company,  upon  payment  of  $27 
for  each  share  of  such  common  stock  held  by  them  and  the  surrender 
of  their  stock,  preferred  stock  of  the  New  Company  equal  at  par  to 
such  payment 5,400,000 

To  holders  of  unsecured  claims  against  the  Old  Company,  $50  of  preferred 
stock  of  the  New  Company  for  each  $100  of  their  claims  as  of  November 
1,  1916,  estimated _ 360,250 

Common  Stock: 

To  holders  of  first  preferred  stock  of  the  Old  Company  upon  making  pay- 
ment and  surrendering  their  stock  as  aforesaid,  $100  of  common  stock 
of  the  New  Company  for  each  $100  of  such  first  preferred  stock  held  by 
them  „ 4,986,900 

To  holders  of  second  preferred  stock  of  the  Old  Company  upon  making  pay- 
ment and  surrendering  their  stock  as  aforesaid,  $90  of  common  stock 
of  the  New  Company  for  each  $100  of  such  second  preferred  stock  held 
by  them : _ 10,794,150 

To  holders  of  common  stock  of  the  Old  Company  upon  making  payment 
and  surrendering  their  stock  as  aforesaid,  $87.50  of  common  stock  of 
the  New  Company  for  each  $100  of  such  common  stock  held  by  them 17,500,000 


To  holders  of  unsecured  claims  against  the  Old  Company,  $50  of  common 
stock  of  the  New  Company  for  each  $100  of  their  claims  as  of  November 
1,  1916,  estimated _„ _. _ 360,250 

Stock  scrip  will  be  issued  for  fractional  shares  deliverable  under  the  Plan  as  afore- 
said. 

The  manner  in  which  it  is  intended  the  new  securities  shall  be  distributed  is  sub- 
stantially as  shown  in  the  following  table : 


-EXISTING  securities- 


Refunding  Mortgage      Prior  L,ien 
^— Gold  Bonds,  4>i%—^   , Stock 


-NEW  SECURITIES- 


-Preferred  Stock- 


-CoMMON  Stock- 


Name  AND  Amount  of  Pay- 
ments Required 

First     Consolidated     4% 
Bonds  

Three- Year  Notes 

First    Preferred    Stock    on 

payment  of  $27  per  share.- 
Second  Preferred  Stock  on 

payment  of  $27  per  share- 
Common  Stock  on  payment 

of  $27  per  share. 


Unsecured  Claims,  estimated 


Amount 


$11,697,000 
11,882,600 

4,986,900 

11,993,500 

20,000,000 
720,500 


Per 

Cent 


100 


Amount 


$11,697,000 


Per 
Cent 


100 


Amount 


$11,882,600 


Per 
Cent 


27 

27 

27 
50 


Amount 


$1,346,463 

3,238,245 

5,400,000 
360,250 


Per 
Cent 


100 
90 

87K 
50 


Amount 


$4,986,900 

10,794,150 

17,500,000 
360,250 


$61,280,500         $11,697,000         $11,882,600        $10,344,958 


$33,641,300 


Any  cash  or  securities  not  required  to  be  used  for  the  purposes  of  the  Plan  will  be 
paid  over  and  delivered  to  the  New  Company. 


vni. 

EQUIPMENT  SINKING  FUND  FIVE  PER  CENT.  GOLD  BONDS. 

No  specific  provision  has  been  made  in  the  Plan  for  the  Equipment  Sinking  Fund 
Five  Per  Cent.  Gold  Bonds  of  the  Old  Company,  but  the  Managers  shall  have  full  power 
and  authority  to  deal  with  said  bonds  and  to  adjust  the  claims  of  the  owners  thereof 
either  by  the  payment  of  cash,  or,  with  or  without  any  cash  payment,  by  leaving  said 
bonds  or  any  part  thereof  undisturbed  in  the  reorganization  or  by  the  issue  of  new 
equipment  obligations  secured  by  the  equipment  title  whereto  is  reserved  to  secure  the 
payment  of  said  bonds  or  by  the  issue  of  other  obligations  or  by  surrendering  such 
equipment,  as  the  Managers  in  their  absolute  discretion  may  deem  advisable ;  and  for  such 
purpose  the  Managers  may  use  any  part  of  the  cash  provided  for  the  cash  requirements 
of  the  Plan  as  aforesaid. 


8 

IX. 

TERMS  AND  CONDITIONS  OF  PAYMENT  BY  DEPOSITORS  OF  STOCK. 

When  the  Plan  shall  have  been  declared  operative,  the  Managers  will  give  to  deposi- 
tors of  stock  of  the  Old  Company  notice  of  the  date  on  or  before  which  the  payments  re- 
quired of  them  on  account  of  the  cash  requirements  of  the  Plan  must  be  made.  Such 
notice  shall  be  given  by  publication  thereof  once  a  week  for  two  successive  weeks  in  The 
New  York  Times  and  The  Sun,  newspapers  regularly  published  and  issued  in  the  Bor- 
ough of  Manhattan,  City  of  New  York,  the  first  publication  of  such  notice  to  be  not 
less  than  fifteen  days  nor  more  than  twenty  days  prior  to  the  date  on  or  before  which 
such  payment  is  required  to  be  made.  Such  payments  will  be  receipted  for  by  the 
Depositary  by  endorsement  on  the  certificates  of  deposit  representing  the  stock  in  re- 
spect whereof  payments  are  made. 

Any  depositor  of  such  stock  who  shall  make  default  in  any  payment  required  of 
him  as  aforesaid  shall,  unless  the  Managers  shall  otherwise  determine  in  any  particu- 
lar instance  or  instances,  forfeit  any  sums  theretofore  paid  by  him  and  his  right  to 
any  shares  of  stock  of  the  New  Company  and  any  and  every  other  right  and  benefit  to 
which  he  would  otherwise  be  entitled  under  the  Plan  all  whereof,  except  the  right  to  sub- 
scribe for  and  purchase  prior  lien  stock  as  hereinafter  provided,  will  pass  to  and  vest  in 
the  Syndicate. 

X. 
RIGHTS  OF  ASSENTING  STOCKHOLDERS  TO  SUBSCRIBE  FOR  PRIOR  LIEN 

STOCK. 
Depositors  of  stock  of  the  Old  Company,  upon  payment  in  full  of  the  sums  required  to 
be  paid  by  them  as  aforesaid  on  account  of  the  cash  requirements  of  the  Plan,  shall  have 
the  right,  to  be  exercised  at  the  time  of  such  payment  in  full,  to  subscribe  for  and  pur- 
chase at  par  and  accrued  dividends  $32.13  par  value  of  the  prior  lien  stock  of  the  New  Com- 
pany for  each  share  of  stock  of  the  Old  Company  represented  by  their  certificates  of  deposit 
respectively.  Depositors  of  stock  who  elect  to  subscribe  for  and  purchase  such  prior  lien 
stock  at  the  price  aforesaid  must,  upon  making  payment  of  the  balance  of  the  sums  re- 
quired to  be  paid  by  them  on  account  of  such  cash  requirements,  as  aforesaid,  also  pay 
$10  for  each  share  of  such  prior  lien  stock  subscribed  for  by  them,  surrender  their  orig- 
inal certificates  of  deposit  and  receive  in  lieu  thereof  new  certificates  evidencing  such 
payments  and  their  right  to  receive,  in  addition  to  the  other  benefits  to  which  they  may  be 
entitled  under  the  Plan,  $32.13  par  value  of  the  prior  lien  stock  of  the  New  Com- 
pany for  each  share  of  stock  represented  by  the  surrendered  certificates  of  deposit, 
upon  making  payment  of  the  balance  of  the  purchase  price  thereof,  when  and  as  called 
for  by  the  Managers.  The  Managers  will  give  notice  of  the  date  on  or  before  which 
depositors  who  have  subscribed  for  such  prior  lien  stock  must  make  payment  of  the 
balance  of  their  subscriptions  therefor  by  publication  thereof  once  a  week  for  two  suc- 
cessive weeks  in  The  New  York  Times  and  in  The  Sun,  newspapers  regularly  pub- 
lished and  issued  in  the  Borough  of  Manhattan,  City  of  New  York,  the  first  publication 


of  which  notice  shall  be  not  less  than  fifteen  days  nor  more  than  twenty  days  prior  to 
the  date  on  or  before  which  such  payments  are  required  to  be  made.  Any  depositor  who 
shall  fail  to  make  such  payment  of  such  balance  on  or  before  the  date  mentioned  in  such 
notice  shall  forfeit  all  payments  theretofore  made  by  him  on  his  subscription  for  such 
prior  lien  stock  and  also  his  right  to  recey^e  the  prior  lien  stock  subscribed  for  by  him 
(but  no  other  right  or  benefit  under  the  Plan),  unless  the  Managers  shall,  in  their 
absolute  discretion,  extend  the  time  for  such  payment,  upon  such  terms  and  conditions 
as  they  may  in  any  particular  instance  or  instances  fix. 

Any  cash  received  on  account  of  subscriptions  for  the  prior  lien  stock  as  aforesaid 
will  be  paid  over  and  distributed  to  and  among  the  depositors  of  the  Three- Year  Notes 
in  proportion  to  their  respective  interests  and  the  amount  of  prior  lien  stock  delivered 
to  subscriliers  therefor  as  aforesaid  will  be  deducted  proportionately  from  the  amount 
thereof  deliverable  to  such  depositors  of  such  notes  as  aforesaid. 

XI. 

NON-ASSENTING  SECURITY  HOLDERS. 

Stockholders,  who  do  not  assent  to  the  Plan  and  make  in  full  the  payments  required 
of  them,  and  holders  of  unsecured  claims,  who  do  not  assent  to  the  Plan,  will  not  be  en- 
titled to  participate  in  the  Plan  or  the  benefits  thereof  to  any  extent  whatsoever  and  will 
receive  only  their  respective  pro  rata  shares  of  any  balance  of  the  proceeds  of  the  fore- 
closure sale  of  the  properties  of  the  Old  Company  which  may  remain  after  the  dis- 
charge of  the  obligations  and  liabilities  entitled  to  prior  payment  under  the  terms  of 
the  foreclosure  decree  and  orders  of  court. 

xn. 

CAPITALIZATION  AND  FIXED  CHARGES 

Before  and  presently  after  Reorganization. 
Capitalization: 

Total   capitalization    (including    receiver's   certificates   and  unsecured 
claims)  prior  to  reorganization  (see  psiges  1  and  2) $74,811,956.22 

Total  capitalization  presently  after  reorganization : 

Bonds $15,000,000.00 

Receiver 's  Equipment  Obligations _ „ „.    1,312,000.00 

Receiver's  Certificates  maturing  1926 190,000.00 

Prior  Lien  Stock _  11,882,600.00 

Preferred  Stock  „ 10,344,958.00 

Common  Stock  33,641,300.00     72,370,858.00 


Decrease  in  Reorganization $2,441,098.22 


10 

Fixed  Charges: 

Total  annual  interest  charges  (including  interest  on  receiver's  cer- 
tificates, but  excluding  interest  on  unsecured  claims)  prior  to  reor- 
ganization (see  page  2),  approximately $1,744,950.00 

Total  annual  interest  charges  presently  after  reorganization  (excluding 
interest  on  the  Equipment  Sinking  Fund  Five  Per  Cent.  Gold  Bonds 
amounting  to  $64,900  per  annum)  assuming  that  all  First  Consoli- 
dated 4%  Bonds  are  exchanged  for  new  bonds ;  otherwise  less  than...  768,515.00 


Decrease  in  Reorganization,  approximately  $976,435.00 


The  amount  of  the  capitalization  presently  after  reorganization,  as  above  stated,  will 
be  increased  and  the  amount  of  the  decrease  of  capitalization  in  reorganization,  as  above 
stated,  will  be  diminished  by  the  amount  of  the  Equipment  Sinking  Fund  Five  Per  Cent. 
Gold  Bonds,  if  any,  left  undisturbed  in  the  reorganization  and  by  the  amount  of  new 
securities,  if  any,  which  shall  be  issued  in  the  discretion  of  the  Managers  on  account  of 
or  in  exchange  or  substitution  for  any  of  such  bonds,  and  the  amount  of  the  annual  interest 
charges  presently  after  reorganization,  as  above  stated,  will  be  increased  and  the  amount 
of  the  decrease  of  annual  interest  charges  in  reorganization,  as  above  stated,  will  be  dimin- 
ished by  the  amount  of  the  interest  charges  on  the  Equipment  Sinking  Fund  Five  Per 
Cent.  Gold  Bonds,  if  any,  left  undisturbed  and  of  the  interest  charges  on  the  new  securi- 
ties so  issued  in  exchange  or  substitution  for  any  of  such  bonds. 

The  reorganization  will  effect  a  reduction  in  fixed  interest-bearing  obligations  (in- 
cluding Eeceiver's  Certificates)  of  approximately  $17,950,000  and  will,  in  addition,  sup- 
ply the  New  Company  with  new  money  for  its  corporate  purposes. 

XIII. 

REORGANIZATION  MANAGERS.     DEPOSITARY. 

The  holders  of  the  Three-Year  Notes  have  adopted  the  Plan.  Messrs.  Kuhn,  Loeb 
&  Co.  and  Blair  &  Co.  have  approved  the  Plan  and  have  agreed  to  act  as  Reorganiza- 
tion Managers  (herein  called  "Managers")  thereunder.  The  Managers  will  act  as  firms 
and  any  successors  to  said  firms  shall  be  the  Managers. 

A  syndicate  (herein  called  the  "Syndicate")  has  been  formed  by  the  Managers  as 
bankers,  to  underwrite  the  cash  requirements  of  the  Plan  as  stated  therein.  The  Man- 
agers are  the  managers  of  the  Syndicate. 

Central  Trust  Company  of  New  York  has  been  appointed  Depositary  under  the 
Plan.  It  shall  upon  the  request  of  the  Managers  appoint  such  agents  as  the  Managers 
deem  advisable. 

Compensation  for  their  services  will  be  paid  as  expenses  of  the  Reorganization  to 
the  Depositary  and  to  the  Syndicate  and  to  the  Managers  for  their  services  as  Reor- 
ganization Managers  and  as  Syndicate  Managers. 


11 

XIV. 

METHOD  AND  TERMS  OF  PARTICIPATION. 

The  holders  of  the  Three- Year  Notes  having  adopted  the  Plan  and  having  deposited 
their  notes  with  the  Managers  thereunder,  all  the  holders  of  such  notes  shall  be  irrevoc- 
ably bound  and  concluded  by  the  Plan  and  Agreement  of  Reorganization  without  the  issue 
of  any  certificates  of  deposit  therefor. 

Holders  of  First  Consolidated  4%  Bonds  of  the  Old  Company  desiring  to  participate 
in  the  Plan  must  deposit  their  bonds  with  all  coupons  maturing  on  and  after  March  1, 
1917,  in  form  transferable  by  delivery,  with  the  Depositary  on  or  before  October  25, 
1916,  receiving  therefor  certificates  of  deposit  in  form  to  be  approved  by  the  Managers, 
and  the  holders  of  such  certificates  of  deposit  shall  be  irrevocably  bound  and  concluded 
by  the  Plan  and  Agreement  of  Reorganization. 

Any  interest  payable  in  respect  of  deposited  First  Consolidated  4%  Bonds,  if  and 
when  received  by  the  Managers,  will  be  paid  over,  with  a  proper  adjustment,  to  the  hold- 
ers of  certificates  of  deposit  representing  such  bonds. 

Stockholders  of  the  Old  Company  desiring  to  participate  in  the  Plan  must  deposit 
their  certificates  of  stock,  in  form  transferable  by  delivery  and  duly  stamped  for  trans- 
fer, with  the  Depositary  on  or  before  October  25,  1916,  receiving  therefor  certificates 
of  deposit  in  form  to  be  approved  by  the  Managers,  and  the  holders  of  such  certificates 
of  deposit  shall  be  irrevocably  bound  and  concluded  by  the  Plan  and  Agreement  of  Reor- 
ganization. 

Depositors  of  stock  (whether  first  preferred,  second  preferred  or  common)  of  the 
Old  Company  must  pay  to  the  Depositary  for  the  account  of  the  Managers,  when  and 
as  called  for  by  the  Managers  as  hereinbefore  provided,  $27  in  respect  of  each  share  of 
stock  deposited  by  them. 

Holders  of  unsecured  claims  against  the  Old  Company  desiring  to  participate  in 
the  Plan  must  deposit  the  evidence  of  their  claims,  if  in  writing  or,  if  not  in  writing, 
a  written  statement  of  the  nature  of  their  claims,  with  all  proper  instruments  of  trans- 
fer and  assignment  required  to  vest  title  thereto  in  the  Managers,  with  the  Depositary  on 
or  before  October  25,  1916,  receiving  therefor  certificates  of  deposit  in  form  to  be  ap- 
proved by  the  Managers,  and  the  holders  of  such  certificates  of  deposit  shall  be  irre- 
vocably bound  and  concluded  by  the  Plan  and  Agreement  of  Reorganization. 

XV. 

EXTENSIONS  OF  TIME.    DEFINITION  OF  "DEPOSITOR." 
The  Managers  may,  in  their  absolute  discretion,  in  general  or  particular  instances, 
enlarge  or  extend  the  time  for  making  any  deposit  or  payment  required  by  the  Plan  and 
may  impose  conditions  in  respect  of  any  such  deposit  or  payment. 

The  term  "depositor,"  as  used  herein  and  in  the  Agreement  hereto  annexed, 
mean.^  and  includes  not  only  the  original  depositor  (whether  of  First  Con- 
solidated 4%   Bonds,  of  stock  or  of  unsecured  claims),  but  any  transferee  of  any  cer- 


12 

tificate  of  deposit.  Upon  any  transfer  of  a  certificate  of  deposit,  all  the  rights  and  lia- 
bilities under  the  Plan  of  the  transferor  (including  the  right  of  a  depositor  of  stock  to 
subscribe  for  and  receive  prior  lien  stock  of  the  New  Company  and  his  liability  for  any 
unpaid  part  of  his  subscription  for  prior  lien  stock,  if  he  has  already  subscribed)  shall 
pass  to  the  transferee,  and  such  transferee  and  subsequent  holders  of  such  certificate 
of  deposit  shall  for  all  purposes  be  substituted  in  place  of  the  prior  holders  of  such  cer- 
tificate. 

XVI. 

MODIFICATION  OR  ABANDONMENT  OF  THE  PLAN. 

The  Managers  may  abandon  the  provisions  of  the  Plan  with  respect  to  the  First 
Consolidated  4%  Bonds  of  the  Old  Company  if,  in  their  judgment,  there  shall  not  have 
been  deposited  under  the  Plan  enough  of  such  bonds  to  justify  the  carrying  out  of  such 
provisions.  In  case  of  the  abandonment  of  such  provisions,  notice  thereof  shall  be  given 
by  publication  to  depositors  of  such  bonds,  whereupon  such  depositors  shall  be  entitled, 
upon  surrender  of  their  certificates  of  deposit,  to  receive  such  bonds  in  the  amounts  speci- 
fied in  such  certificates  severally.  Neither  tlie  failure  of  the  holders  of  all  or  any  of  the 
First  Consolidated  4%  Bonds  of  the  Old  Company  to  assent  to  or  become  parties  to  the 
Plan  nor  the  abandonment  as  aforesaid  of  the  provisions  of  the  Plan  with  respect  to  such 
bonds  shall  affect  the  consimamation  thereof,  but  the  Plan  may  nevertheless  be  carried 
out  by  the  Managers  in  respect  of  the  other  securities  of  the  Old  Company  embraced  there- 
in with  the  same  effect  as  if  said  First  Consolidated  4%  Bonds  had  not  been  mentioned 
in  the  Plan. 

The  Managers  may  in  their  discretion  at  any  time  before  the  Plan  has  been 
consummated,  modify  the  Plan  pursuant  to  the  provisions  of  the  annexed  agree- 
ment, or  wholly  abandon  the  Plan.  In  case  the  Plan  shall  be  wholly  abandoned,  the  de- 
posited securities  or  the  avails  thereof  under  the  control  of  the  Managers  shall 
be  delivered  to  the  depositors  in  amounts  representing  their  respective  interests, 
upon  surrender  of  their  several  certificates  of  deposit  properly  endorsed.  In 
such  case,  all  the  moneys  paid  by  any  depositor  pursuant  to  the  provisions  of  the  Plan 
shall  be  returned,  but  without  interest,  to  the  depositor  entitled  thereto. 

XVII. 
STATEMENTS  CONTAINED  IN  THE  PLAN. 

The  statements  contained  in  the  Plan  have  been  compiled  from  sources  believed  to 
be  reliable  and  accurate.  None  of  them  is  to  be  construed  as  a  representation  or  as  an 
inducement  to  any  action  or  omission  to  act  on  the  part  of  anyone.  No  error  or  mis- 
statement of  any  kind  contained  in  the  Plan  shall  constitute  ground  for  the  withdrawal 
of  any  depositor  nor  for  any  complaint  with  respect  to  the  same  nor  with  respect  to  any 
consequences  arising  from  having  become  a  party  thereto. 


13 

xvni. 

AGREEMENT  OF  REORGANIZATION. 

In  order  to  enable  the  Plan  to  be  carried  out  and  to  give  effect  to  the  same,  the 
annexed  Agreement  has  been  prepared.  Wherever  the  word  "Plan"  is  hereinbefore  used 
it  shall  be  deemed  to  include  said  Agreement  and  the  provisions  thereof,  and  every  deposi- 
tor under  the  Plan  by  such  deposit  thereby  becomes  a  party  to  said  Agreement,  the  provi- 
sions whereof  shall  govern  in  case  of  conflict  between  the  Plan  and  the  Agreement. 

Dated  September  20,  1916. 


14 


Agreement 

AGEEEMENT  dated  this  20th  day  of  September,  1916,  between  Kuhn,  Loeb  &  Co. 
and  Blaie  &  Co.  (herein  called  the  "Managers"),  parties  of  the  first  part;  the  hold- 
ers of  the  Three-Year  Five  Per  Cent.  Gold  Notes  (herein  called  the  "Three-Year 
Notes")  due  August  1,  1908,  of  The  Wheeling  and  Lake  Erie  Railroad  Company  (herein 
called  the  "Old  Company"),  parties  of  the  second  part;  and  such  holders  of  the  First 
Consolidated  Mortgage  Four  Per  Cent.  Gold  Bonds  (herein  called  the  "First  Consoli- 
dated 4%  Bonds")  due  September  1,  1949,  of  the  Old  Company,  such  holders  of  un- 
secured claims  against  the  Old  Company  and  such  holders  of  first  preferred,  second  pre- 
ferred and  common  stock  of  the  Old  Company  as  shall  become  parties  hereto  in  the 
manner  in  the  Plan  and  herein  provided  (sometimes  herein  referred  to  collectively  as 
"Depositors"),  parties  of  the  third  part; 

WITNESSETH : 

The  parties  hereto  for  and  in  consideration  of  the  covenants,  conditions  and  prom- 
ises herein  contained  and  for  the  purpose  of  carrying  out  the  foregoing  Plan  of  Eeor- 
ganization  or  some  altered  or  modified  plan  adopted  in  the  manner  hereinafter  provided^ 
have  mutually  agreed  and  hereby  do  severally  agree,  each  of  the  holders  of  Three-Year 
Notes  and  each  of  the  Depositors  agreeing  with  the  Managers  and  with  every  other 
holder  of  Three-Year  Notes  and  with  every  other  Depositor,  but  agreeing  only  for  him- 
self and  not  for  any  others,  as  follows: 

First. — The  holders  of  the  Three- Year  Notes  and  the  Depositors  jointly  and  sever- 
ally hereby  assent  to  and  accept  all  the  provisions  of  the  foregoing  Plan, 
and  the  same  is  hereby  approved  and  adopted  and  shall  be  taken  as  and 
deemed  to  be  a  part  of  this  Agreement  with  the  same  effect  as  though  every 
provision  thereof  had  been  embodied  herein,  and  the  said  Plan  and  this  Agreement  shall  be 
read  as  parts  of  one  and  the  same  instrument ;  but  no  estimate,  statement,  explanation  or 
suggestion  or  anything  else  contained  in  the  Plan  or  Agreement  or  in  the  Introductory 
Statement  prefixed  thereto  or  in  any  circular  or  advertisement  issued  or  which  may  here- 
after be  issued  by  or  on  behalf  of  the  Managers  is  intended  or  is  to  be  taken  as  a  repre- 
sentation or  as  a  condition  of  any  deposit,  subscription,  assent  or  payment  under  the  Plan 
and  Agreement,  and  no  defect  or  error  therein  shall  release  any  deposit  under  the  Plan 
and  Agreement  or  affect  or  release  any  assent  thereto  or  payment  made  or  anything 
done  thereunder  or  in  connection  therewith,  except  by  written  consent  of  the  Managers. 

Second. — All  the  holders  of  Three-Year  Notes  have  deposited  their  Notes  with  the 
Managers  hereunder.  Holders  of  First  Consolidated  4%  Bonds,  holders  of  unsecured 
claims  against  the  Old  Company  and  holders  of  first  preferred,  second  pre- 
ferred and  common  stock  of  the  Old  Company  shall  become  parties  to  the  Plan  and  Agree- 
ment in  the  manner  and  upon  the  terms  stated  and  upon  compliance  with  the  conditions 


35 

prescribed  in  the  Plan.  The  Managers,  however,  in  their  absolute  discretion  and  upon 
such  terms  and  conditions  as  they  shall  prescribe,  may  permit  any  holder 
of  First  Consolidated  4%  Bonds  or  of  stock  of  the  Old  Company  or  of  unsecured 
claims  against  the  Old  Company  to  become  a  party  to  the  Plan  and  Agreement  without 
the  actual  deposit  of  such  bonds,  stocks  or  claims,  and  the  holders  of  bonds,  unsecured 
claims  or  stock  so  becoming  parties  are  intended  to  be  embraced  within  the  term  "De- 
positors" wherever  used  in  this  Agreement.  The  Managers  may  abandon  the  provisions 
of  the  Plan  with  respect  to  the  First  Consolidated  4%  Bonds  of  the  Old  Company  if, 
in  their  judgment,  there  shall  not  have  been  deposited  under  the  Plan  enough  of  such 
bonds  to  justify  the  carrying  out  of  such  provisions.  In  case  of  the  abandonment  of 
such  provisions,  notice  thereof  shall  be  given  by  publication  to  depositors  of  such  bonds, 
whereupon  such  depositors  shall  be  entitled,  upon  surrender  of  their  certificates  of  de- 
posit, to  receive  such  bonds  in  the  amounts  specified  in  such  certificates  severally.  Neitlier 
the  failure  of  the  holders  of  all  or  any  of  the  First  Consolidated  4%  Bonds  to  assent  to 
and  become  parties  to  the  Plan  and  Agreement  nor  the  abandonment  as  aforesaid  of  the 
provisions  of  the  Plan  with  respect  to  such  bonds  shall  prevent  the  consummation  thereof 
with  respect  to  the  other  securities  embraced  therein,  but  the  Managers  may  in  either 
such  case  carry  out  the  Plan  and  Agreement  with  respect  to  the  other  securities  em- 
braced therein  with  the  same  effect  as  if  the  First  Consolidated  4%  Bonds  had  not  been 
mentioned  therein. 

The  holders  of  Three-Year  Notes  and  the  Depositors  and  each  of  them  agree 
from  time  to  time  on  demand  of  the  Managers  to  execute  any  and  all  transfers, 
assignments  or  writings  required  for  vesting  in  the  Managers  complete  ownership  of 
their  notes  and  of  the  bonds,  claims  or  stock  represented  by  their  certifi- 
cates of  deposit  issued  hereunder  as  the  Managers  may  determine.  The  Depositors  of  stock 
severally  agree  at  any  and  all  times  when  requested  by  the  Managers  to  deliver  to  the 
Depositary  proxies  or  powers  of  attorney  authorizing  the  Managers  or  such  person  or 
persons  as  shall  be  designated  by  them  and  their  substitute  or  substitutes  to  repre- 
sent and  vote  their  shares  of  stock  at  all  meetings  of  the  stockholders  of  the  Old  Com- 
pany upon  any  and  all  questions  that  may  come  before  such  meetings.  Every  such 
power  of  attorney  and  proxy  shall  be  in  a  form  approved  by  the  Managers  and  shall  be 
irrevocable. 

Depositors  of  First  Consolidated  4%  Bonds,  unsecured  claims  and  stock 
shall  be  entitled  to  receive  certificates  of  deposit  hereunder  in  form  to  be 
prescribed  or  approved  by  the  Managers  specifying  respectively  the  bonds, 
stocks  or  unsecured  claims  deposited,  and  the  holders  of  such  certificates  of 
deposit  shall  be  entitled  (subject  to  any  provisions  or  conditions  contained  in 
such  certificates)  to  the  rights  and  benefits  and  only  to  the  rights  and 
benefits  specified  in  the  Plan  and  Agreement  as  accruing  to  the  respective  classes  of  De- 
positors or  granted  by  the  Managers  pursuant  to  the  powers  conferred  upon  them ;  and 
thereafter  the  holder  of  any  such  certificate  or  of  any  certificate  issued  in  lieu  thereof 
or  in  exchange  therefor  shall  be  subject  to  the  Plan  and  Agreement  and  shall  be  entitled 


16 

to  have  and  to  exercise  the  rights,  and  be  subject  to  the  liabilities,  of  the  original  holder 
of  such  certificate  of  deposit. 

The  certificates  of  deposit  issued  hereunder  and  the  interests  represented  thereby 
and  all  rights  by  virtue  thereof  shall  be  transferable,  but  only  subject  to  the  terms  and  con- 
ditions of  the  Plan  and  Agreement  and  in  such  manner  as  the  Managers  shall  approve; 
and  upon  such  transfer  all  rights  and  liabilities  of  the  Depositor  in  respect  of  the 
deposited  bonds,  stocks  or  unsecured  claims  represented  by  such  certificate,  including 
his  rights  in  any  payments  made  in  respect  thereof  and  receipted  for  in  or  by  endorse- 
ment on  such  certificates  by  the  Depositary  and  his  right,  if  any,  to  subscribe  for  prior 
lien  stock  as  provided  in  the  Plan  and  as  well  his  liability  for  any  unpaid  balance  due 
on  his  subscription  for  such  prior  lien  stock,  if  he  has  already  subscribed,  and  all  his 
other  rights  and  benefits,  liabilities  and  obligations  under  such  certificate  and  under 
the  Plan  shall  pass  to  the  transferee  and  the  transferees  and  holders  of  such  certifi- 
cate of  deposit  shall  for  all  purposes  be  substituted  in  place  of  the  former  holders,  subject 
to  the  Plan  and  this  Agreement.  All  such  transferees,  as  well  as  the  original  holders  of  cer- 
tificates of  deposit  issued  hereunder,  shall  be  embraced  within  the  term  "Depositors" 
wherever  used  herein.  Any  and  every  certificate  of  deposit  and  any  and  every  temporary 
or  other  certificate  or  receipt  issued  by  the  Managers  or  the  Depositary  may  be  treated  by 
the  Managers  and  the  Depositary  as  a  negotiable  instrument  and  the  bearer  or,  if  regis- 
tered, the  registered  holder  for  the  time  being,  may  be  deemed  to  be  the  absolute  owner 
thereof  and  of  all  rights  of  the  original  Depositor  or  of  any  holder,  and  neither  the  Man- 
agers nor  the  Depositary  shall  be  affected  by  any  notice  to  the  contrary.  By  accepting  or 
holding  any  certificate  of  deposit  issued  hereunder  every  recipient  or  holder  thereof  shall 
thereby  become  a  party  to  the  Plan  and  Agreement  with  the  same  force  and  effect  as 
though  an  actual  subscriber  thereto,  and  shall  thereby  authorize  the  Managers  to  aflfix 
his  signature  hereto  or  to  any  other  paper  in  connection  with  the  reorganization  that 
they  may  deem  it  advisable  so  to  sign.  The  term  "Depositor"  whenever  used  herein  is 
intended  and  shall  be  construed  to  include  not  only  persons  acting  in  their  own  right,  but 
also  trustees,  guardians,  committees,  agents  or  persons  acting  in  a  representative  or 
fiduciary  capacity  and  those  represented  by  or  claiming  under  them,  and  partnerships, 
associations,  joint  stock  companies  and  corporations.  No  rights  hereunder  shall  accrue 
in  respect  of  any  bonds  or  stock  of  the  Old  Company  or  in  respect  of  any  unsecured 
claims  against  the  Old  Company  hereinbefore  mentioned  unless  or  until  the  same  shall 
have  been  subjected  to  the  control  of  the  Managers  and  to  the  operation  of  the  Plan  and 
Agreement  as  herein  provided. 

In  their  discretion  the  Managers  may  fix  or  limit  any  period  or  periods  within  which 
deposits  may  be  made  as  herein  provided  and,  subject  to  the  provisions  in  that  behalf 
stated  in  the  Plan,  the  times  within  which  any  payment  required  by  the  Plan  must  be 
made  by  holders  of  certificates  of  deposit  and,  in  their  discretion,  either  generally  or  in 
special  instances,  and  on  such  terms  and  conditions  as  they  may  see  fit,  they  may  extend  or 
renew  any  period  or  periods  so  fixed  or  limited.  Holders  of  bonds,  stock  or  unsecured 
claims  who  do  not  become  parties  hereto  in  the  manner  hereinabove  stated  within  the 
periods  respectively  fixed  or  limited  therefor  will  not  be  entitled  to  deposit  their  bonds. 


17 

stock  or  claims  or  to  become  parties  to  the  Plan  and  Agreement  or  to  share  in  the  bene- 
fits hereof,  and  shall  acquire  no  rights  hereunder,  except  upon  obtaining  the  express  con- 
sent of  the  Managers,  who  hereby  expressly  reserve  the  right,  which  is  granted  to  them 
by  all  the  parties  hereto,  in  their  absolute  discretion  and  upon  such  terms  and  conditions 
as  they  may  see  fit,  to  withhold  or  to  give  such  consent  or  to  admit  as  parties  and  to 
participation  in  the  Plan  and  Agreement  and  as  Depositors  hereunder,  holders  of  the 
above-mentioned  bonds,  stocks  or  claims. 

Third. — The  cash  payable  by  holders  of  certificates  of  deposit  for  stock  as  provided 
in  the  Plan  must  be  paid  to  the  Depositary  for  account  of  the  Managers  and  shall  be 
receipted  for  by  the  Depositary  in  or  by  endorsement  on  the  certificates  of  deposit  for 
the  stock  in  respect  whereof  such  cash  is  paid  upon  presentation  of  such  certificates  for 
that  purpose.  Moneys  payable  under  the  Plan,  other  than  sums  payable  by  holders  of 
certificates  of  deposit  for  stock  of  the  Old  Company  upon  subscriptions  for  prior  lien 
stock  of  the  New  Company,  may  be  used  at  any  time  by  the  Managers  or  with  their 
approval  for  any  of  the  purposes  of  the  Plan  and  Agreement,  including  the  payment, 
compromise  or  acquisition  of  claims  which  under  the  Plan  it  is  contemplated  may  be  paid, 
compromised  or  acquired. 

All  Depositors  hereunder  of  stock  (whether  first  preferred,  second  preferred  or 
common)  hereby  severally  agree  that  prompt  payment  of  the  sums  by  the  Plan  required 
to  be  paid  by  them  on  account  of  the  cash  requirements  of  the  Plan  is  an  essential  con- 
dition of  the  acquisition  by  them  severally  of  the  new  securities  provided  for  in  the  Plan 
or  any  other  right  or  benefit  under  the  Plan  and  Agreement,  and  that  any  such  Deposi- 
tor, who  shall  fail  to  make  prompt  payment  of  any  sums  required  to  be  paid  by  him 
on  account  of  such  cash  requirements  within  any  period  fixed  or  limited  by  the  Plan  or 
by  the  Managers  for  such  payment,  forthwith  and  without  further  or  other  notice  or 
action  shall  cease  to  have  any  rights  under  the  Plan  in  respect  of  the  stock  in  respect 
whereof  such  payments  shall  be  required  or  under  the  certificate  or  certificates  of  de- 
posit therefor  and  shall  cease  to  be  entitled  to  any  of  the  benefits  hereunder;  and  that 
no  such  Depositor  shall  be  entitled  to  the  return  of  such  stock  or  the  repayment  of  any 
cash  theretofore  paid  by  him  or  to  have  any  further  interest  or  rights  in  respect  there- 
of; and  that  such  cash  and  such  stock  shall  pass  to  and  the  ownership  thereof  shall  vest 
in  the  Syndicate  formed  by  the  Managers  as  stated  in  the  Plan. 

Depositors  of  stock  of  the  Old  Company  upon  payment  in  full,  when  and  as  called 
for  by  the  Managers,  of  the  sums  payable  by  them  on  account  of  the  cash  requirements 
of  the  Plan,  shall  have  the  right,  upon  the  terms  and  conditions  stated  in  the  Plan,  to 
subscribe  for  and  purchase  prior  lien  stock  of  the  New  Company  in  the  amounts  in  the 
Plan  stated.  All  Depositors  of  stock  who  shall  subscribe  for  prior  lien  stock  of  the  New 
Company  agree  that  prompt  payment  of  the  sums  payable  by  them  respectively  upon 
their  subscriptions  for  such  prior  lien  stock,  when  and  as  called  for  by  the  Managers,  is 
an  essential  condition  of  their  acquisition  of  such  prior  lien  stock,  and  that  any  such  Deposi- 
tor who  shall  fail  to  make  prompt  payment  of  the  sums  payable  by  him  on  account 
of  his  subscription  as  provided  in  the  Plan,  when  and  as  called  for  by  the  Managers 


18 

in  the  manner  provided  in  the  Plan,  shall  forthwith  and  without  further  notice  or 
action,  forfeit  all  sums  theretofore  paid  by  him  on  account  of  such  subscription,  and  all  liis 
rights  to  receive  such  prior  lien  stock,  but  shall  not,  solely  by  reason  of  such  default,  for- 
feit any  other  right  or  benefit  under  the  Plan  and  Agreement. 

The  Managers  may,  however,  in  their  discretion,  at  any  time  accept  payment  of 
overdue  instalments  from  any  Depositor.  They  may  waive  and  remit  any  penalty 
prescribed  either  in  the  Plan  and  Agreement  or  in  pursuance  thereof.  They  may  also, 
and  whenever  and  upon  such  terms  as  they  shall  deem  proper,  accept  from  any  Depositor 
the  surrender  of  any  certificate  of  deposit  issued  hereunder  and  upon  receipt  thereof  and 
in  exchange  therefor  they  may  surrender  and  deliver  deposited  bonds  or  unsecured 
claims  or  stock  of  the  class  and  to  the  amount  stated  in  such  certificate  of  deposit.  In 
their  discretion,  for  the  purpose  of  carrying  out  the  Plan  and  Agreement,  the  Managers 
may  take  such  action  as  they  may  see  fit  in  connection  with  any  subsidiary  or  con- 
trolled company  of  the  Old  Company. 

In  respect  of  the  Three-Year  Notes  and  of  the  deposited  First  Consolidated  4% 
Bonds,  stock  or  unsecured  claims,  the  holders  of  such  Notes  and  of  certificates  of  deposit 
for  such  bonds,  stock  or  unsecured  claims,  upon  compliance  with  all  the  terms,  provi- 
sions and  conditions  of  the  Plan  and  Agreement,  but  not  otherwise,  shall  be  entitled, 
upon  the  completion  of  the  reorganization  and  upon  surrender  of  their  certificates  of 
deposit,  to  receive,  when  issued,  Prior  Lien  Stock,  Refunding  Mortgage  Gold  Bonds, 
Preferred  Stock  and  Common  Stock  of  the  New  Company  upon  the  terms  and  to  the 
extent  specified  in  the  Plan. 

Fourth. — ^All  the  holders  of  Three- Year  Notes  and  all  the  Depositors  hereby  irrevo- 
cably request  the  Managers  to  carry  out  the  Plan  and  Agreement  and  agree  that  the 
Managers  shall  be,  and  they  hereby  are,  vested  with  all  rights,  powers  and  authority 
necessary  or  proper  to  enable  them  to  carry  out.  the  Plan  and  Agreement  in  its  entirety 
or  in  part  to  such  extent  and  in  such  manner  and  with  such  additions,  exceptions  and 
modifications  as  the  Managers  shall  deem  to  be  expedient.  All  the  holders  of  Three- Year 
Notes  and  all  the  Depositors  hereby  irrevocably  authorize  the  Managers  in  their  be- 
half to  assign  all  the  notes  and  all  the  bonds,  stock  or  unsecured  claims  deposited 
hereunder  to  any  person  or  corporation  so  as  to  vest  such  person  or  corporation  with  full 
title  thereto.  Without  limiting  the  foregoing  it  is  hereby  declared  that  the  Managers 
shall  be  fully  authorized  to  vote  the  deposited  stock  at  any  meeting  for  anything  au- 
thorized by  or  necessary  or  helpful  in  carrying  out  the  Plan  and  Agreement,  and  to 
consent  as  holders  of  said  stock  to  any  corporate  action,  and  to  sign  any  written  consent 
required  or  permitted  by  law  to  be  signed  and  to  file  the  same ;  to  institute  or  become 
parties  to  any  legal  proceedings ;  to  compromise  any  litigation  now  or  at  any  time  here- 
after existing  or  threatened,  in  whole  or  in  part,  with  plenary  power  to  enter  into  any 
agreement  tending  towards  or  deemed  by  them  in  their  discretion  likely  to  promote  the 
consummation  of  the  Plan  and  Agreement;  at  any  time  or  times  and  at  such  places  as  they 
shall  deem  proper,  to  purchase  or  to  pay,  compromise  or  settle  any  indebtedness  or  obli- 
gations of  or  claims  against  the  Old  Company   or   any   subsidiary   company   or   any 


19 

claims  or  demands  or  securities  against  any  property  deemed  by  the  Managers  important 
or  advisable  for  the  New  Company  to  acquire  or  any  claims,  demands  or  securities  by 
reason  whereof  or  by  reason  of  the  possession  whereof  such  property  is  or  may  be  encum- 
bered or  the  title  thereto  affected,  or  any  Eeceiver's  Certificates  or  obligations  issued  or 
liabilities  incurred  or  which  may  be  issued  or  incurred  by  the  Receiver,  or  any  claims  or 
demands  that  the  Managers  in  their  discretion  may  deem  it  for  the  interest  of  the 
reorganization  to  purchase,  pay,  compromise  or  settle;  for  any  of  the  purposes  of  the 
Plan  and  Agreement  to  borrow  money  and  to  charge  or  to  pledge  any  of  the  Three-Year 
Notes  or  any  of  the  deposited  stock  or  unsecured  claims,  or  any  property  purchased  or  new 
securities  to  be  issued,  for  the  repayment  of  any  money  borrowed,  with  interest;  to 
execute  all  agreements  or  bonds  of  indemnity  and  other  bonds  and  therewith  to  charge 
the  Three-Year  Notes  or  any  stock  or  unsecured  claims  deposited  hereunder  or  any  part 
thereof;  to  do  whatever  in  the  judgment  of  the  Managers  may  be  expedient  to  promote 
or  procure  the  sale  as  an  entirety  of  any  lands,  railroads,  properties  or  franchises  of  the 
Old  Company  or  of  any  of  its  subsidiary  or  controlled  companies,  wherever  situated ;  to 
adjourn  any  sale  of  any  property  or  franchises  or  any  portion  or  lot  thereof;  to  bid  or 
to  cause  anyone  else  to  bid,  or  to  refrain  from  bidding,  at  any  sale,  whether  public  or  pri- 
vate, either  in  separate  lots  or  as  a  whole,  for  any  property  or  franchises  or  any  part 
thereof,  and  at,  before  or  after  any  sale  to  arrange  and  agree  for  the  resale  of  any 
portion  of  the  property  they  may  decide  to  sell  rather  than  to  retain ;  to  hold  any  prop- 
erty or  franchises  purchased  by  them  either  in  their  names  or  in  the  name  of  any  per- 
son or  corporation  approved  by  them,  and  to  apply  the  Three- Year  Notes  and  any  de- 
posited stock  or  unsecured  claims  in  satisfaction  or  partial  satisfaction  of  any  bid, 
whether  made  by  themselves  or  any  other  person  or  corporation  approved  by  them, 
or  towards  obtaining  funds  for  the  satisfaction  thereof;  and  the  term  "property  and 
franchises"  shall  include  any  and  all  railroads  and  other  transportation  lines,  branches, 
leaseholds,  rights  in  lands,  stock  and  other  interests  in  corporations  in  which  the  Old 
Company  has  any  interest  of  any  kind  whatever,  direct  or  indirect.  The  amount  to  be  bid 
or  paid  or  caused  to  be  bid  or  paid  by  the  Managers  for  any  property  or  franchises  shall  be 
absolutely  discretionary  with  them,  and  in  case  of  a  sale  to  others  of  any  property  or 
franchises  the  Managers,  if  they  choose,  may  receive,  out  of  the  proceeds  of  such  sale  or 
otherwise,  any  payment  in  any  form  accruing  on  any  Three-Year  Notes,  stock  or 
unsecured  claims  subject  hereto.  Anything  which  anywhere  in  the  Plan  and  Agreement 
it  is  provided  that  the  Managers  may  do  or  allow  to  be  done,  they  may  do  or  allow  to 
be  done  by  or  through  such  agents  or  agencies  as  they  may  determine,  or  by  or  through 
others  with  their  approval  or  consent  or  acquiescence,  or  they  may  contract  with  any 
person  or  corporation  that  it  shall  be  done  or  permitted  to  be  done.  The  Managers  may 
assign  and  deliver  all  or  any  of  the  Three-Year  Notes  or  any  or  all  of  the  deposited 
bonds,  stock  and  unsecured  claims  to  any  person  or  corporation  and  may  enter  into  such 
contract  or  contracts  with  such  person  or  corporation  or  with  anyone  else  as  they  shall 
deem  proper  for  the  purposes  of  the  Plan  and  this  Agreement.  The  person  or  cor- 
poration to  whom  the  deposited  stock  may  be  assigned  is  fully  authorized  to  call  and 
attend  any  meetings  of  stockholders  however  convened,  and  to  vote  the  deposited  stock 


20 

at  any  such  meeting  for  anything  authorized  by  or  necessary  or  helpful  to  the  carrying 
out  of  the  Plan  and  Agreement,  and  to  do  everything  in  respect  of  any  deposited 
stock  as  fully  and  to  the  same  extent  as  the  owner  thereof. 

Fifth. — The  Managers  may  organize  or  procure  to  be  organized  one  or  more  new 
companies,  or  they  may  adopt  or  use  any  company  or  companies,  whether  now  existing 
or  not,  and  they  may  cause  to  be  made  sales,  leases,  consolidations,  mergers  or  other  ar- 
rangements by  or  between  any  such  companies  or  any  companies  mentioned  in  the  Plan, 
or  other  companies ;  they  may  make  or  cause  to  be  made  conveyances  or  transfers  of  any 
properties  or  securities  acquired  by  them  or  with  their  appro'val;  they  may  cause  the 
ownership  of  all  or  any  property  of  the  New  Company  to  be  either  direct  ownership 
or  ownership  through  the  bonds  or  through  the  stock,  or  both,  of  any  other  company, 
and  may  cause  the  mortgage  securing  the  Befunding  Mortgage  Gold  Bonds  of  the  New 
Company  to  be  either  a  direct  lien  upon  any  particular  property  or  a  lien  upon  the 
bonds  or  stock,  or  both,  of  any  company,  and  they  may  take. or  allow  to  be  taken  such 
other  proceedings  as  they  may  deem  proper  for  the  purpose  of  the  creation  of  the  new 
securities  provided  for  in  the  Plan  and  Agreement  and  for  carrying  out  all  or  any  of  the 
provisions  thereof.  The  Managers  are  also  authorized  to  receive  and  to  dispose  of  or  to 
allow  to  be  received  and  disposed  of  by  any  other  person  or  corporation  the  new  securi- 
ties to  be  created,  and  they  may  vote  or  allow  any  person  or  corporation  to  vote  upon 
all  the  stock  of  the  New  Company  until  the  same  shall  be  distributed  as  contemplated  in 
the  Plan  to  the  persons  or  corporations  entitled  to  receive  the  same. 

The  Managers  as  bankers  have  formed  and  are  the  Managers  of  the  Syndicate  to 
underwrite  the  cash  requirements  of  the  Plan  as  stated  therein.  The  Syndicate,  upon 
making  in  full  the  payments  required  by  the  Plan  to  be  made  in  respect  of  any  stock  of 
the  Old  Company  which  shall  not  be  deposited  under  the  Plan  or  by  any  depositors  of 
such  stock  who  shall  fail  to  make  the  same,  shall  receive  the  securities  to  which  the 
holders  of  such  undeposited  stock  or  such  defaulting  stockholders  would  have  been  en- 
titled upon  becoming  parties  to  the  Plan  and  making  such  payments  in  full,  and  shall 
in  addition  receive  any  sums  which  such  defaulting  stockholders  shall  have  paid  on  ac- 
count of  the  cash  requirements  of  the  Plan  and  which  shall  have  been  forfeited  by 
reason  of  their  default  in  the  payment  in  full  of  the  sums  required  to  be  paid  by  them. 
The  Syndicate  shall  be  paid  compensation  to  be  fixed  and  agreed  upon  by  the  Managers. 
The  Managers  are  members  of  such  Syndicate. 

Sixth. — The  Managers  may  construe  the  Plan  and  this  Agreement,  which  the  parties 
hereto  agree  are  intended  to  be,  and  shall  be,  in  all  respects  liberally  construed  in  order  to 
enable  the  Managers  to  carry  the  same  into  effect,  and  their  construction  thereof  or 
action  thereimder,  in  good  faith,  shall  be  final  and  conclusive ;  they  may  supply  any  de- 
fect or  omission  or  reconcile  any  inconsistency  in  such  manner  and  to  such  extent  as 
shall  be  deemed  by  them  necessary  or  expedient  to  carry  out  the  same  properly  and  effec- 
tively, and  they  shall  be  the  sole  judges  of  such  necessity  or  expediency.  They  shall 
be  the  sole  and  final  judges  as  to  when  and  whether  the  assent  of  enough  stockholders 
or  holders  of  First  Consolidated  4%  Bonds  or  of  unsecured  claims  shall  have  been  obtained 
to  warrant  them  in  attempting  to  carry  the  Plan  or  any  part  thereof  into  effect,  and  they 


21 

shall  have  power,  whenever  they  deem  proper,  to  alter,  modify,  depart  from  or  abandon  tlie 
Plan,  or  any  part  thereof ;  they  may  at  any  time  or  times  after  any  such  partial  abandon- 
ment, or  after  any  modification,  restore  to  the  Plan  any  abandoned  part  or  parts  thereof, 
or  discard  any  such  modification  and  seek  to  carry  the  same  into  effect  as  fully  as  if 
such  part  or  parts  had  not  been  abandoned  or  such  modifications  made ;  they  may  also  at- 
tempt to  carry  the  Plan  into  effect  rather  than  abandon  or  modify  the  same,  even  though 
it  be  manifest  that  as  carried  out  the  Plan  must  depart  from  the  original  Plan  or  some 
part  thereof;  any  change  or  modification  made  by  the  Managers  shall  thereupon  become 
and  be  part  of  the  Plan  and  Agreement;  but  in  case  of  any  intentional  change  or  modi- 
fication of  the  Plan  not  herein  specifically  authorized  which,  in  the  judgment  of  the  Man- 
agers, shall  materially  affect  any  of  the  several  classes  of  Depositors,  a  statement  of 
such  proposed  change  or  modification  shall  be  filed  with  the  DepK)sitary  and  notice  of 
the  fact  of  such  filing  shall  be  given  as  hereafter  provided  in  Article  Fourteenth;  and 
within  three  weeks  after  the  first  publication  of  such  notice  all  holders  of  outstanding 
certificates  of  deposit  for  notes,  bonds  or  any  particular  class  of  stock  or  for  unsecured 
claims,  as  the  case  may  be,  aifected  thereby  may  surrender  their  respective  certificates  of 
deposit  therefor  to  the  Depositary  and  may  withdraw  their  bonds  or  stock  of  such  par- 
ticular class  or  unsecured  claims,  or  the  proceeds  thereof,  or  the  substitutes  therefor,  then 
under  the  control  of  the  Managers,  to  the  amount  indicated  in  such  certificates ;  provided, 
however,  in  every  case  of  such  surrender  the  holders  of  certificates  of  deposit  for  Three- 
Year  Notes  or  for  stock  severally  shall  make  payment  of  their  shares  of  the  dis- 
bursements and  expenses  of  the  Eeorganization  Managers  as  apportioned  by 
such  Managers.  Every  such  holder  of  a  certificate  of  deposit  by  such  surrender 
and  withdrawal  shall  thereupon  without  any  further  act  be  released  from  the  Plan 
and  Agreement  and  shall  cease  to  have  any  rights  thereunder,  and  the  exercise  of  such 
right  of  withdrawal  shall  release  and  discharge  the  Managers  and  the  Depositary  from 
all  liability  of  every  character  to  every  such  withdrawing  Depositor,  except  in  so  far 
as  provision  is  hereinafter  made  with  regard  to  cases  where  money  has  been  paid  in 
under  the  Plan  by  Depositors.  Every  Depositor  not  so  surrendering  and  withdrawing 
within  three  weeks  after  the  first  publication  of  said  notice  shall  be  deemed  to  have  as- 
sented to  the  proposed  change  or  modification  and,  whether  or  not  otherwise  objecting, 
shall  be  bound  thereby  as  fully  and  effectively  as  if  he  had  actually  assented  thereto. 
Any  changes  or  modifications  made  by  the  Managers  as  herein  provided  shall  be  part  of 
the  Plan,  and  all  provisions  and  references  concerning  the  Plan  shall  apply  to  the  Plan 
as  so  changed  or  modified.  In  every  such  case  of  surrender  and  withdrawal,  any  in- 
terest, or  other  moneys  actually  collected  by  the  Managers  on  deposited  bonds,  stock 
or  unsecured  claims  so  withdrawn  herefrom  will  be  accounted  for  by  the  Managers  to  the 
holders  of  certificates  of  deposit  for  such  bonds,  stock  or  unsecured  claims.  In  every 
case  of  withdrawal  herefrom  of  stock  or  unsecured  claims  pursuant  to  this  Article,  the 
Managers  shall  apportion  to  the  deposited  stock  and  unsecured  claims  the  share  of  their 
compensation,  disbursements  and  expenses  in  the  opinion  of  the  Managers  fairly  charge- 
able to  the  stock  and  unsecured  claims,  and  any  such  apportionment  made  by  the  Man- 
agers shall  be  binding  upon  all  Depositors  and  shall  be  a  charge  upon  the  deposited  stock 


iJ2 

and  unsecured  claims  and  the  proceeds  thereof.  In  case  the  Manager^  shall  finally 
abandon  the  entire  Plan,  the  bonds,  stock  and  unsecured  claims  deposited  hereunder,  or 
the  proceeds  thereof,  or  any  securities,  claims  or  other  property  representative  thereof, 
then  under  the  control  of  the  Managers,  shall  be  delivered  to  the  several  holders  of  cer- 
tificates of  deposit  respectively  in  amounts  representing  their  respective  interests,  upon 
surrender  of  their  respective  certificates  of  deposit  therefor.  In  any  such  case  of  with- 
drawal or  release  herefrom  any  moneys  paid  by  the  Depositors  of  stock  pursuant  to 
the  provisions  of  the  Plan,  or  any  notes,  bonds,  coupons,  receiver's  certificates  or  other 
obligations,  claims  or  property  acquired  therewith,  or  the  proceeds  thereof, ,  remaining 
after  deducting  the  share  of  the  compensation  of  and  of  the  disbursements  and  expenses 
made  and  incurred  by  the  Managers  and  apportioned  to  the  Depositors  of  stock  who 
shall  have  so  paid,  shall  be  distributed  or  adjusted  equitably  among  the  respective  hold- 
ers of  certificates  of  deposit  representing  the  stock  in  respect  whereof  such  payment  shall 
have  been  made ;  but  the  Managers  shall  not  be  liable  for  the  loss  of  any  such  money  by 
them  disbursed  for  the  purposes  of  the  Plan  and  of  this  Agreement,  or  for  the  depre- 
ciation in  value  of  any  property  or  security  by  them  acquired  or  received;  and  the 
Depositors  of  stock  who  shall  have  made  payments  pursuant  to  the  Plan  shall  have  no 
claim  for  the  repayment  of  any  such  moneys,  except  to  the  extent  of  their  shares  (as 
apportioned  by  the  Managers)  of  such  moneys,  or  their  proceeds,  remaining  in  the  hands 
of  the  Managers  or  under  their  control,  after  payment  of  such  disbursements  and 
expenses. 

Seventh. — The  Managers  may  proceed  under  the  Plan  and  Agreement,  or  any  part 
thereof,  with  or  without  judicial  sale,  and  in  case  of  judicial  sale  they  may  exercise  any 
power  either  before  or  after  sale.  In  every  case  all  the  provisions  of  the  Plan  and 
Agreement  shall  apply  equally  to  and  in  respect  of  any  physical  properties  embraced  in 
the  reorganization,  and  to  and  in  respect  of  any  securities  representing  any  such  prop- 
erty, it  being  intended  that  for  all  purposes  hereunder  any  such  property,  and  any 
security  representing  such  property,  may  be  treated  or  accepted  by  the  Managers  as  sub- 
stantially identical.  In  the  case  of  any  claim,  lien  or  obligation  (not  herein  fully  provided 
for)  affecting  the  Old  Company  or  any  subsidiary  or  controlled  company  or  any  prop- 
erty or  franchises  thereof,  the  Managers  may  from  time  to  time  purchase  or  acquire  the 
same  or  cause  the  same  to  be  purchased  or  acquired,  or  make  such  compromise  in  re- 
spect thereto,  or  such  provision  therefor,  as  they  may  deem  suitable,  using  therefor  any 
cash  received  (otherwise  than  on  subscriptions  for  prior  lien  stock)  under  the  Plan  or 
any  other  resources,  or  any  securities  not  expressly  required  for  settlement 
with  Depositors.  Notwithstanding  no  specific  provision  is  made  in  the  Plan 
for  the  Equipment  Sinking  Fund  Five  Per  Cent.  Gold  Bonds,  the  Managers 
are  authorized  and  empowered  in  their  absolute  discretion  to  deal  with  said  bonds  and 
with  the  holders  thereof  and  to  settle,  compromise,  adjust  or  acquire  the  claims  of  such 
holders  upon  such  terms  as  the  Managers  may  deem  advisable,  either  by  the  payment  of 
cash  or,  with  or  without  any  cash  payment,  by  the  issue  of  new  equipment  obligations 
secured  by  reservation  of  title  to  the  equipment  title  whereto  is  reserved  as  security  for 


23 

said  bonds,  or  by  the  issue  of  other  obligations,  or  by  the  surrender  of  such  equipment 
and,  for  such  purpose,  to  use  any  of  the  cash  provided  for  the  cash  requirements  of  the 
Plan;  and  the  total  amount  of  new  securities  to  be  created  as  set  forth  in  the  Plan 
may,  for  the  purpose  of  dealing  with  such  Equipment  Sinking  Fund  Five  Per  Cent.  Gold 
Bonds  and  settling,  compromising,  adjusting  or  acquiring  the  claims  of  the  holders  there- 
of, be  increased  by  an  amount  not  exceeding  the  face  amount  of  such  Equipment  Sink- 
ing Fund  Five  Per  Cent.  Gold  Bonds  the  claims  of  the  holders  whereof  shall  be  so  set- 
tled, compromised  or  acquired. 

Eighth. — ^Any  action  contemplated  in  the  Plan  and  Agreement  may  be  performed 
before  or  after  reorganization,  and  any  such  action  may  be  taken  by  the  Managers  or 
by  anyone  approved  by  them  at  any  time  when  they  shall  deem  the  reorganization  ad- 
vanced suflSciently  to  justify  such  course ;  and,  as  they  may  deem  necessary,  the  Managers 
may  defer,  or  permit  to  be  deferred,  the  performance  of  any  provision  of  the  Plan  and 
Agreement,  or  may  commit  such  performance  to  the  New  Company,  and  may  cause  the 
New  Company  to  pay  any  indebtedness  authorized  or  incurred  by  the  Managers  or  other- 
wise in  furtherance  of  the  Plan,  and  to  assume  any  obligation  which  in  their  judgment  may 
be  necessary  or  proper  to  carry  out  the  Plan  and  Agreement.  The  Managers  may,  in 
their  discretion,  set  apart  and  hold  in  trust  or  permit  to  be  set  apart  and  held  in  trust,  or 
may  place  in  trust,  or  permit  to  be  placed  in  trust,  with  any  trust  company,  any  part  of 
the  new  securities  to  be  issued,  and  any  cash  which  may  be  received  from  sales  of  new 
securities  or  otherwise,  as  they  may  deem  suitable  for  the  purpose  of  securing  the  appli- 
cation of  the  same  to  any  of  the  purposes  of  the  Plan  and  Agreement. 

From  time  to  time,  for  the  purpose  of  carrying  the  Plan  and  Agreement  into  effect, 
or  of  obtaining  assents  thereto,  the  Managers,  either  generally  or  in  special  instances, 
may  make  or  ratify,  or  permit  to  be  made  or  ratified,  contracts  with  any  person 
or  corporation  or  committee  representing  securities  of  any  class  in  respect  of  any 
matter  connected  with  the  Plan  and  Agreement,  and  in  their  discretion,  either  generally 
or  in  special  instances,  and  upon  such  general  or  special  terms  or  conditions  as  they  may 
deem  proper,  they  may  arrange  to  procure  the  deposit  of  any  First  Consolidated  4% 
Bonds,  stock  or  unsecured  claims ;  and  by  loan  or  guaranty,  or  by  the  sale  of  new  securi- 
ties to  be  created,  or  otherwise,  on  such  terms,  conditions  and  rates  of  interest  as  they 
may  deem  proper,  they  may  obtain  or  permit  to  be  obtained  any  moneys  required  to  carry 
out  the  Plan  and  Agreement,  including  such  sums  as  the  Managers  may  deem  it  expedient 
to  provide  for  the  uses  of  the  New  Company;  and  for  the  performance  of  any  contract, 
the  Managers  may  charge  or  permit  to  be  charged  the  Three- Year  Notes  and  the  deposited 
stock  or  unsecured  claims  and  the  new  securities  to  be  issued,  and  also  may  pledge  the  same 
or  permit  the  same  to  be  pledged  for  the  payment  of  any  moneys  borrowed,  with  interest, 
and  for  the  performance  of  any  other  obligations  incurred  under  the  powers  herein 
conferred.  The  Managers  may  employ  counsel,  agents  and  all  necessary  assistants,  and 
may  incur  and  discharge  any  and  all  expenses  by  them  deemed  reasonable  for  the  pur- 
poses of  this  Plan,  including  the  expenses  and  compensation  of  the  Managers 
and  the  Depositary  and  all  expenses  in  connection  with  the  preparation  of  the  Plan  and 


2| 

Agreement  and  the  issue  of  certificates,  legal  expenses,  expenses  for  advertising,  print- 
ing and  all  other  expenses  in  any  manner  connected  with  the  Plan  and  Agreement  or 
which  they  may  deem  it  expedient  to  incur  in  undertaking  to  promote  any  of  the  pur- 
poses thereof.  They  shall  be  the  sole  judges  of  the  propriety  or  expediency  of  any  and 
all  compensation  and  expenses  and  of  the  amount  thereof. 

The  Managers  may  prescribe  or  approve  the  form  and  terms  of  all  charters,  rules, 
regulations  and  by-laws  of  any  corporation  or  corporations  utilized  in  reorganization,  and 
of  all  bonds,  certificates  of  stock  and  other  securities  at  any  time  to  be  issued,  and  of  the 
mortgage  and  other  instruments  at  any  time  to  be  issued  or  executed.  They  may  create 
and  provide  for  all  necessary  trusts  and  may  nominate  and  appoint  trustees  thereunder. 
They  may  select  and  cause  to  be  selected  or  otherwise  designate  or  constitute  the  mem- 
bers of  the  board  of  directors  of  the  New  Company  who  are  to  serve  in  the  first  instance, 
and  they  may  cause  said  board  of  directors  to  be  classified  so  that  the  terms  of  ofiBce 
of  the  different  classes  of  directors  will  expire  in  successive  years. 

The  Managers  may  dispose  of,  or  consent  to  the  disposition  of,  any  new  securities  not 
required  for  delivery  to  Depositors;  and  they  may  use  the  same  or  allow  the 
same,  or  the  proceeds  thereof,  to  be  used  for  the  purpose  of  carrying  out  the  reor- 
ganization or  otherwise  for  the  benefit  of  the  New  Company  in  such  manner  as  they  may 
deem  expedient  and  advisable.  At  or  after  the  time  of  the  creation  of  the  new  securities 
the  Managers  may  take  such  action  as  they  may  deem  necessary  to  guard  against  the 
issue  of  securities  in  any  manner  or  to  any  extent  inconsistent  with  the  purposes  of  the 
Plan. 

At  any  time  the  Managers  may  make  contracts  binding  upon  the  New  Company  for 
the  acquisition  of  property  for  use  in  the  operation  of  the  New  Company,  or  make  any 
other  contracts  which  they  may  deem  advisable  in  reference  to  the  property  of  the  New 
Company,  or  any  of  the  companies  mentioned  and  referred  to  herein,  and  generally  they 
may  do  or  cause  to  be  done  any  and  all  things  which  in  their  opinion  will  aid  in  the 
preservation,  improvement  or  development  of  any  property  in  which  the  Old  Company  has 
an  interest,  direct  or  indirect. 

Ninth. — The  Managers  shall  have  the  sole  control,  direction  and  management  of  the 
Plan  and  Agreement.  The  firms  of  Kuhn,  Loeb  &  Co.  and  Blair  &  Co.  shall  be  the  Eeor- 
ganization  Managers  (herein  called  the  "Managers).  Each  of  said  firms  shall  act  as  a 
co-partnership,  and  in  case  of  any  change  in  the  membership  of  either  of  said  firms,  their 
respective  successor  firms,  as  from  time  to  time  constituted,  shall  continue  as  Managers, 
with  all  the  powers,  rights  and  title  vested  in  the  Managers  hereunder.  As  compensa- 
tion for  their  services  as  Managers  hereunder  each  firm  of  Managers  shall  be  paid  the 
sum  of  $150,000  and  as  compensation  for  their  services  as  managers  of  the  Syndicate 
nientioned  in  the  Plan  each  firm  of  Managers  shall  be  paid  $100,000. 

The  Managers  undertake  in  good  faith  to  execute  the  Plan  and  Agreement;  but  they 
do  not  assume,  nor  does  the  Depositary  assume,  any  personal  responsibility  for  the  suc- 
cess of  the  Plan  or  Agreement  or  any  part  of  either,  or  for  the  result  of  ^ny  steps 
taken  or  acts  done  thereunder  or  for  the  purposes  thereof. 


25 

The  Managers  shall  not,  nor  shall  any  of  them,  nor  shall  the  Depositary,  be  person- 
ally liable  for  any  act  or  omission  of  any  agent  or  employee  selected  by  them  or  any 
of  them,  or  for  any  error  of  judgment  or  mistake  of  fact  or  law,  or  in  any  case  except 
for  his,  its  or  their  own  wilful  misconduct;  and  neither  the  Managers  nor  any  of  them  nor 
the  Depositary  shall  be  personally  liable  for  the  acts  or  defaults  of  the  others.  The  Manag- 
ers may  act  by  any  agent  and  may  delegate  any  authority  as  well  as  any  discretion  to  any 
such  agent,  and  such  agent  may  be  allowed  a  reasonable  compensation  for  his  services. 
The  Managers  and  any  partner  of  either  firm  constituting  the  Managers,  or  the  Deposi- 
tary, or  any  officer  or  director  thereof,  or  anyone  connected  with  the  Managers,  or  with 
the  Depositary,  the  trustees  of  any  mortgage  and  any  officer  or  director  or  person  con- 
nected with  the  Old  Company  or  the  New  Company,  may  be  or  become  pecuniarily  inter- 
ested, without  accountability  in  respect  thereof,  in  any  contracts,  property  or  matters  with 
which  the  Plan  or  Agreement  or  the  New  Company  or  the  Old  Company  is  concerned,  in- 
cluding participation  in  or  under  any  syndicate,  whether  or  not  mentioned  in  the  Plan; 
and  any  such  person  or  corporation  may  also  become  a  Depositor  under  the  Plan, 
and  in  such  event  shall  have  the  same  rights,  benefits  and  obligations  hereunder  and  in 
respect  of  securities  of  the  New  Company  to  be  received,  and  of  all  payments  to  be  made 
hereunder,  as  other  Depositors,  and  may  buy  and  sell  certificates  of  deposit  or  undepos- 
ited  securities  in  the  same  manner  and  with  the  same  rights  as  any  other  Depositor. 

The  acceptance  of  new  securities  by  any  Depositor  shall  estop  such  Depositor  from 
questioning  the  conformity  of  such  securities  in  any  particular  to  any  provisions  of  the 
Plan,  or  the  propriety  or  expediency  of  any  act  done  or  arrangement  made  in  carrying 
the  Plan  into  effect. 

The  Managers  may  appoint  a  successor  to  Central  Trust  Company  of  New  York  as 
Depositary.  Any  direction  given  by  the  Managers  shall  be  full  and  sufficient  authority 
for  any  action  of  any  Depositary  or  other  custodian  or  agent. 

Tenth. — The  accounts  of  the  Managers  shall  be  filed  with  the  board  of  directors  of 
the  New  Company  within  one  year  after  the  reorganization  shall  have  been  completed, 
unless  a  longer  time  shall  have  been  granted  by  the  board.  Such  accounts,  unless  dis- 
approved by  such  board  of  directors  within  sixty  days  after  such  filing,  shall  be  final, 
binding  and  conclusive  upon  all  parties  having  any  interest  therein;  and  thereupon  the 
Managers  shall  be  discharged. 

Eleventh. — The  enumeration  of  specific  powers  hereby  conferred  shall  not  be  con- 
strued to  limit  or  restrict  the  general  powers  herein  conferred  or  intended  so  to  be,  and  it  is 
hereby  distinctly  declared  that  it  is  intended  to  confer  on  the  Managers  in  respect  of  the 
Three-Year  Notes  and  of  all  the  bonds,  stock  and  unsecured  claims  deposited  or  to  be  depos- 
ited hereunder  and  in  all  other  respects,  any  and  all  powers  which  the  Managers  may  deem 
necessary  or  expedient  in  or  towards  carrying  out  or  promoting  the  purposes  of  the  Plan 
and  Agreement  in  any  respect  as  now  existing,  or  as  the  same  may  be  modified  or  amended, 
even  though  any  such  power  be  apparently  of  a  character  not  now  contemplated;  and  the 
Managers  may  exercise  any  and  every  such  power  as  fully  and  effectually  as  if  the  same 


26 

were  herein  distinctly  specified,  and  as  often  as,  for  any  cause  or  reason,  they  may  deem 
expedient.  The  methods  and  means  to  be  adopted  for  or  towards  carrying  out  the  Plan 
and  Agreement  shall  be  entirely  discretionary  with  the  Managers. 

Twelfth. — All  the  Three-Year  Notes  and  all  the  bonds,  stock  and  unsecured  claims  de- 
posited under  or  subject  to  the  Plan  and  Agreement,  and  all  securities  and  claims  pur- 
chased or  otherwise  acquired  thereunder,  shall  remain  in  full  force  and  effect  for  all  pur- 
poses, and  shall  not  be  deemed  to  have  been  merged,  satisfied,  released  or  discharged  by 
any  delivery  of  new  securities  ;■  and  no  legal  right  or  lien  shall  be  deemed  released  or 
waived,  but  said  notes,  bonds,  stock  and  claims  and  any  judgment  or  judgments  upon  any 
thereof,  and  all  liens  and  equities  shall  remain  unimpaired  and  may  be  enforced  by  tlie 
Managers  or  by  anyone  to  whom  the  same,  with  the  assent  of  the  Managers,  may  have 
been  assigned,  or  by  the  New  Company,  until  paid  or  satisfied  in  full  or  expressly  re- 
leased, as  they  may  be,  by  the  New  Company.  Neither  the  Managers  nor  any 
Depositors  who  are  creditors  of  the  Old  Company  shall  by  executing  this  agree- 
ment or  by  becoming  parties  hereto,  release,  surrender,  waive  or  merge  in 
favor  of  any  stockholders  or  other  creditors  of  the  Old  Company  any  lien, 
right  or  claim,  and  all  such  liens,  rights  or  claims  shall  vest  unimpaired  in  the  Managers 
and  in  the  New  Company  and  its  assigns,  severally  and  respectively;  and  any  purchase 
or  purchases  made  in  pursuance  of,  or  for  the  purpose  of  carrying  out,  the  Plan  under 
any  decree  for  the  enforcement  of  any  such  lien,  right  or  claim,  shall  vest  the  property 
purchased  in  the  purchaser  or  in  the  New  Company  free  from  all  interest  or  claim  on  the 
part  of  any  such  stockholders,  creditors  or  other  parties.  No  right  is  conferred  or  created 
hereby,  nor  is  any  trust,  liability  or  obligation  (except  the  agreements  herein  contained  in 
favor  of  the  holders  of  Three-Year  Notes  and  of  certificates  of  deposit  for  bonds,  stock 
or  unsecured  claims)  created  by  the  Plan  and  Agreement,  or  assumed  hereunder,  or  by 
or  for  any  New  Company  in  favor  of  any  creditor  of  or  any  holder  of  any  claim  whatso- 
ever against  the  Old  Company  or  in  favor  of  any  company  now  existing  or 
to  be  formed  hereafter  (whether  such  claim  be  based  on  any  bonds,  stocks, 
securities,  leases,  guaranties,  notes,  debts  or  otherwise)  with  respect  to  the  Three- 
Year  Notes  or  to  any  bonds,  stock  or  unsecured  claims  deposited  or  held 
under  this  Agreement,  or  any  moneys  paid  to  or  received  by  the  Managers  or  the  De- 
positary, or  with  respect  to  any  property  acquired  by  purchase  at  any  judicial  sale  or 
otherwise,  or  with  respect  to  any  new  securities  to  be  issued  hereunder,  or  with  respect 
to  any  other  matter  or  thing;  and  this  Agreement  shall  not  be  construed  to  create  any 
trust  or  obligation  to  or  in  favor  of  any  person  or  corporation  other  than  the  parties 
hereto. 

Thirteenth. — All  moneys  paid  by  Depositors  hereunder  shall  be  held  by  the  Deposit- 
ary subject  to  the  order  of  the  Managers.  The  Managers  shall  apply  the  same,  and  any 
other  moneys  which  may  come  within  their  control,  for  the  purposes  of  the  Plan  and 
Agreement  as  from  time  to  time  may  be  determined  by  them;  and  their  determination 
as  to  the  propriety  and  purpose  of  any  such  application  shall  be  final  and  nothing  in  the 


27 

Plan  shall  be  understood  as  limiting  or  requiring  the  application  of  specific  moneys  to 
specific  purposes.  Any  obligation  in  the  nature  of  floating  debt  or  otherwise  against  any 
company  or  property  embraced  in  the  Plan,  either  as  proposed  or  carried  out,  or  any 
securities  held  as  collateral  to  any  such  obligation,  may  be  acquired  or  extinguished  or 
held  by  the  Managers  or  anyone  approved  by  them,  at  such  time,  in  such  manner  and 
upon  such  terms  as  the  Managers  may  deem  proper  for  the  purposes  of  reorganization; 
and  nothing  in  the  Plan  and  Agreement  contained  is  intended  to  constitute  or  create,  or 
shall  constitute  or  create,  any  liability  or  trust  in  favor  or  in  respect  of  any  such  obliga- 
tion. 

Fourteenth. — ^AU  calls  required  to  be  made  hereunder  for  payments  or  for  the  sur- 
render or  presentation  of  certificates  of  deposit  issued  hereunder,  and  all  notices  fixin.^ 
or  limiting  any  period  for  the  deposits  or  for  such  payments,  and  all  other  calls  and 
notices  hereunder,  shall  be  published  in  The  New  York  Times  and  in  The  Sun,  news- 
papers regularly  published  and  issued  in  New  York  City,  twice  a  week  for  two  succes- 
sive weeks,  in  each  case  on  any  day  of  the  week.  Any  call  or  notice  whatsoever,  when 
so  published  by  the  Managers,  shall  be  taken  and  considered  as  though  personally 
served  upon  all  the  parties  hereto  and  upon  all  parties  bound  hereby  as  of  the  respec- 
tive dates  of  the  first  publication  thereof,  and  such  publication  shall  be  the  only  notice 
required  to  be  given  under  any  provision  cf  this  Plan  and  Agreement. 

Fifteenth. — An  original  of  this  Agreement  signed  by  the  Managers  with  the  Plan 
annexed  thereto  shall  be  lodged  with  the  Depositary,  Central  Trust  Company  of  New 
York,  at  its  office  at  54  Wall  Street,  New  York  City.  The  Plan  and  this  Agreement  shall 
bind  and  benefit  the  Managers,  the  holders  of  the  Three-Year  Notes  and  the  Depositors 
hereunder,  and  their  and  each  of  their  survivors,  heirs,  executors,  administrators,  suc- 
cessors and  assigns. 

In  Witness  Whereof,  the  Managers  have  affixed  their  signatures  hereto  as  of  the 
day  and  year  first  above  written,  the  holders  of  the  Three- Year  Notes  have  deposited 
their  notes  with  the  Managers  hereunder  as  of  said  date  and  the  Depositors  have  become 
parties  hereto  as  of  various  dates  by  depositing  their  bonds,  stock  and  unsecured  claims 
or  accepting  certificates  of  deposit  therefor  issued  hereunder. 

KlIBN,  LOEB  &  CO., 

BLAIR  &  CO., 
Reorganization  Managers. 


:  :>'.» ! 


